Earnings release
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Criteo InvestorRoom CRITEO REPORTS SECOND QUARTER 2026 RESULTS Appointed Connor McGogney as Chief Financial Officer , Effective August 10 , 2026 Q2 2026 Media Spend of $ 1.1 Billion Deployed $ 30 Million to Repurchase Shares in Q2 2026 NEW YORK , Aug. 5 , 2026 / PRNewswire / -- Criteo S.A. ( NASDAQ : CRTO ) ( " Criteo " or the " Company " ) , the global commerce intelligence platform , today announced financial results for the second quarter ended June 30 , 2026 . Second Quarter 2026 Financial Highlights : The following table summarizes our consolidated financial results for the three months and six months ended June 30 , 2026 : Three Months Ended June 30 , Six Months Ended June 30 , 2026 2025 YoY Change 2026 2025 YoY Change ( in millions , except EPS data ) GAAP Results Revenue $ 428 $ 483 ( 11 ) % $ 853 $ 934 ( 9 ) % Gross Profit $ 222 $ 259 ( 14 ) % $ 445 $ 495 ( 10 ) % Net Income $ 12 $ 23 ( 49 ) % $ 20 $ 63 ( 68 ) % Gross Profit margin 52 % 54 % ( 2 ) ppt 52 % 53 % ( 1 ) ppt Diluted EPS $ 0.22 $ 0.39 ( 44 ) % $ 0.37 $ 1.05 ( 65 ) % Cash from operating activities $ 20 $ ( 1 ) NM $ 69 $ 61 12 % Cash and cash equivalents $ 252 $ 206 23 % $ 252 $ 206 23 % Non - GAAP Results¹ Contribution ex - TAC $ 255 $ 292 ( 13 ) % $ 506 $ 556 ( 9 ) % Adjusted EBITDA $ 73 $ 89 ( 18 ) % $ 138 $ 182 ( 24 ) % Adjusted diluted EPS $ 0.80 $ 0.92 ( 13 ) % $ 1.53 $ 2.02 ( 24 ) % Free Cash Flow ( FCF ) $ ( 38 ) $ ( 36 ) ( 3 ) % $ ( 22 ) $ 9 ( 340 ) % FCF / Adjusted EBITDA ( 51 ) % ( 41 ) % ( 10 ) ppt ( 16 ) % 5 % ( 21 ) ppt " While our second quarter top line performance was disappointing , our long - term strategy remains unchanged , " said Michael Komasinski , Chief Executive Officer of Criteo . " We remain confident in our Commerce Intelligence strategy and are strengthening execution , diversifying our business and positioning Criteo to help shape the next generation of AI driven commerce . " Operating Highlights 1 • Criteo appointed Connor McGogney as Chief Financial Officer , effective August 10 , 2026. He succeeds Sarah Glickman , who has served as Chief Financial Officer for the past six years and will remain as an advisor through the end of September to support a seamless transition . • Criteo's media spend² was $ 4.5 billion in the last 12 months and $ 1.1 billion in Q2 2026 , up 9 % year - over - year at constant currency³ . • Criteo became OpenAI's first advertising technology partner in March 2026 and now has over 2,000 brands advertising on ChatGPT across seven countries , with additional country launches planned , including Mexico and Brazil . ChatGPT Ads inventory is now available through Criteo's self- service , cross - channel performance platform Criteo GO . • The Company further strengthened its Retail Media footprint with the addition of Loblaw Advance in Canada , Monoprix and Druni in EMEA , and Olive Young and Golf Digest Online in APAC . • Criteo launched sponsored products into AI - powered conversational search with Albertsons , creating new discovery and monetization opportunities . Criteo was named a Leader in the QKS Group SPARK Matrix ™ for Retail Media Network and Monetization Platform , Q2 2026 . • • The Company deployed $ 61 million of capital for share repurchases in the first six months of 2026 , including $ 30 million in the second quarter . • Criteo completed its redomiciliation from France to Luxembourg , and its Board of Directors approved the subsequent transfer of legal domicile from Luxembourg to the United States , which is expected to be completed in January 2027 , subject to shareholder approval and other customary conditions . Contribution ex - TAC , Adjusted EBITDA , Adjusted EBITDA margin , Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP . 2 3 Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients . Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar . Financial Summary Revenue for Q2 2026 was $ 428 million , gross profit was $ 222 million and Contribution ex - TAC was $ 255 million . Net income for Q2 2026 was $ 12 million , representing $ 0.22 per share on a diluted basis . Adjusted EBITDA for Q2 2026 was $ 73 million , and adjusted net income was $ 41 million , resulting in an adjusted diluted EPS of $ 0.80 . As reported , revenue for Q2 decreased ( 11 ) % , gross profit decreased ( 14 ) % and Contribution ex - TAC decreased ( 13 ) % . At constant currency , revenue for Q2 2026 decreased ( 11 ) % and Contribution ex - TAC decreased ( 12 ) % . Cash flow from operating activities was $ 20 million in Q2 2026 and Free Cash Flow was $ ( 38 ) million in Q2 2026. As of June 30 , 2026 , we had $ 303 million in cash and marketable securities on our balance sheet . Sarah Glickman , Chief Financial Officer , said , " Our updated outlook reflects a more conservative view of our business trends for the remainder of the year . Our strong profitability , cash flow and balance sheet provide the financial flexibility to execute our strategy , maintain disciplined capital allocation and create long term shareholder value . " Second Quarter 2026 Results Revenue , Gross Profit and Contribution ex - TAC
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Revenue decreased (11)% year-over-year in Q2 2026, or decreased (11)% at constant currency, to $428 million (Q2 2025: $483 million). Gross profitdecreased (14)% year-over-year in Q2 2026 to $222 million (Q2 2025: $259 million). Gross profit as a percentage of revenue, or gross profit margin, was52% (Q2 2025: 54%). Contribution ex-TAC in the second quarter decreased (13)% year-over-year, or decreased (12)% at constant currency, to $255 million(Q2 2025: $292 million). Retail Media revenue decreased (21)%, or (22)% at constant currency, and Retail Media Contribution ex-TAC decreased (21)%, or (22)% at constantcurrency, reflecting a $21 million headwind from previously communicated scope changes with two specific Retail Media clients, partially offset bystrong growth across the broader retail partner base. Excluding this impact, Contribution ex-TAC grew 20% in Q2 across the underlying client base. Performance Media revenue decreased (10)%, or decreased (9)% at constant currency, and Performance Media Contribution ex-TAC decreased (10)%,or decreased (10)% at constant currency, reflecting soft performance in Commerce Growth, partially offset by improved year-over-year trends inAdTech Services. Net Income and Adjusted Net Income Net income was $12 million in Q2 2026 (Q2 2025: net income: $23 million). Net income allocated to shareholders of Criteo was $11 million, or $0.22 pershare on a diluted basis (Q2 2025: net income allocated to shareholders of $21 million, or $0.39 per share on a diluted basis). Adjusted net income, a non-GAAP financial measure, was $41 million, or $0.80 per share on a diluted basis (Q2 2025: $51 million, or $0.92 per share on adiluted basis). Adjusted EBITDA and Operating Expenses Adjusted EBITDA was $73 million (Q2 2025: $89 million), reflecting lower Contribution ex-TAC due to softness in Performance Media and the temporaryimpact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments, partially offset by lowerthan expected bad debt expense and lower than expected employee costs. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDAmargin, was 29% (Q2 2025: 31%). Operating expenses decreased (9)% year-over-year to $207 million (Q2 2025: $228 million), mostly due to rigor on resource allocation, productivity gains,and the non-recurrence of a company-wide event held in the previous year, partially offset by planned growth investments. Non-GAAP operating expensesdecreased (10)% year-over-year to $158 million (Q2 2025: $175 million). Cash Flow, Cash and Financial Liquidity Position Cash flow from operating activities was $20 million in Q2 2026 (Q2 2025: $(1) million). Free Cash Flow was $(38) million in Q2 2026 (Q2 2025: $(36) million). On a trailing 12-month basis, Free Cash Flow was $180 million. Cash and cash equivalents, and marketable securities, were $303 million, a $(86) million decrease compared to December 31, 2025, after spending $61million on share repurchases in the six months ended June 30, 2026. As of June 30, 2026, the Company had total financial liquidity of approximately $767 million, including $252 million of cash and cash equivalents,$51 million of marketable securities and $464 million available through its revolving credit facility. 2026 Business Outlook The following forward-looking statements reflect Criteo's expectations as of August 5, 2026. The Company's outlook is based on year-to-date performanceand current business trends. Fiscal year 2026 guidance: We now expect Contribution ex-TAC to decrease -12% to -10% at constant currency.We now expect an Adjusted EBITDA margin of approximately 30% of Contribution ex-TAC. Third quarter 2026 guidance: We expect Contribution ex-TAC between $237 million and $241 million, or -15% to -14% year-over-year at constant-currency.We expect Adjusted EBITDA between $54 million and $58 million. The Company's third quarter 2026 guidance reflects the temporary impact of previously communicated scope changes with two specific Retail Media clients. The above guidance for the fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: aU.S. dollar-euro rate of 0.86, a U.S. dollar-Japanese Yen rate of 159, a U.S. dollar-British Pound rate of 0.75, a U.S. dollar-Korean Won rate of 1,500 and aU.S. dollar-Brazilian Real rate of 5.16. The above guidance assumes that no acquisitions and dispositions are completed during the third quarter of 2026 or the fiscal year ended December 31,2026. Reconciliations of Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance to the closest corresponding U.S. GAAP measures arenot available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the chargesexcluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensationawards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significantimpact on our future U.S. GAAP financial results. Non-GAAP Financial Measures This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities andExchange Commission ("SEC"): Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, FreeCash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP. Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to grossprofit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have includedContribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate futureoperating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of ourbusiness. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our resultsof operations in the same manner as our management and board of directors.
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Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate theimpact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer socialcontribution 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 ongoingbusiness performance. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand andevaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. Inparticular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business.Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally inunderstanding and evaluating our results of operations in the same manner as our management and board of directors. Adjusted Net Income is our net income adjusted to eliminate the impact of equity related compensation, which includes employee equity awardscompensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, amortization ofacquisition-related assets, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, other nonrecurring ornoncash items impacting net income that we do not consider indicative of our ongoing business performance, and the tax impact of these adjustments.Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance,generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income andAdjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income andAdjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the samemanner as our management and board of directors. Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property, and equipment. Free Cash FlowConversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by ourmanagement and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash FlowConversion permit a more complete and comprehensive analysis of our available cash flows. Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate depreciation and amortization, equity related compensation,which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employeeequity award compensation, pension service costs, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, andother nonrecurring or noncash items. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accountingperiods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financialperformance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in amanner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP OperatingExpenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as ourmanagement and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating AdjustedEBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community. Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Contribution ex-TAC to gross profit,Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP OperatingExpenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as ananalytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported underU.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may addressthe impact of TAC differently; and 2) other companies may report Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted NetIncome, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reducestheir usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financialresults, including revenue and net income. Forward-Looking Statements Disclosure This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2026 and the year endingDecember 31, 2026, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts andinvolve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but arenot limited to: failure related to our technology and our ability to innovate and respond to changes in technology, including our use and expected use of AI;uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments innew business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including thecompleted redomiciliation from France to Luxembourg (the "Conversion") and the proposed transfer of our legal domicile from Luxembourg to the UnitedStates via the merger of the Company into a newly incorporated and wholly-owned U.S. subsidiary (the "U.S. Merger"), materialize as expected; uncertaintyregarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions orpolicies and related uncertainties (such as the imposition and enforceability of tariffs); the impact of competition or client in-housing; uncertainty regardinglegislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry tocomply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potentiallimitations in accessing data from third parties; failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth; clientflexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, andthe financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expectedfuture financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changesin the advertising industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals neededto complete the U.S. Merger; failure to satisfy any of the other conditions to the U.S. Merger; the U.S. Merger not being completed; the impact or outcomeof any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion or the U.S. Merger; failure to maintain thelisting 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 take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion or the U.S. Merger; thedisruption 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 anticipated growth rate andmarket opportunity, changes in shareholders' rights as a result of the Conversion or the U.S. Merger; difficulty in adapting to operating under the laws ofLuxembourg or the United States; the delay or abandonment of the U.S. Merger; costs or taxes related to the Conversion or the U.S. Merger; and those risksdetailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's AnnualReport on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended, and in subsequent QuarterlyReports 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,as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates inthe U.S. have impacted and may continue to impact Criteo's business, financial condition, cash flow and results of operations. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. Youshould not place undue reliance on the forward-looking statements, which speak only as of the date of this release. Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result ofnew information, future events, changes in expectations or otherwise.
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Conference Call Information Criteo's senior management team will discuss the Company's earnings on a call that will take place today, August 5, 2026, at 8:00 AM ET, 2:00 PM CET.The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay. United States: +1 800 836 8184International: +1 646 357 8785France 080-094-5120 Please ask to be joined into the "Criteo" call. About Criteo Criteo (NASDAQ: CRTO) is the global commerce intelligence platform that drives performance for brands, agencies, retailers, and publishers. Built onproprietary commerce data from more than $1 trillion in annual sales and two decades of AI innovation, Criteo helps companies across the ecosystem makesmarter decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With thousands of clients and deep partnershipsacross global retail and digital commerce, Criteo provides the technology and insights businesses need to compete and grow. For more information, pleasevisit www.criteo.com. Contacts Investor Relations & Corporate CommunicationsMelanie Dambre, m.dambre@criteo.com Public RelationsAmanda Echavarri, a.echavarri@criteo.com Financial information to follow CRITEO S.A.Consolidated Statement of Financial Position(U.S. dollars in thousands, unaudited) June 30, 2026December 31, 2025AssetsCurrent assets:Cash and cash equivalents $ 252,236$ 342,038Trade receivables, net of allowances of $ 15.1 million and $ 25.9 million atJune 30, 2026 and December 31, 2025, respectively455,966 582,102 Income taxes 16,871 14,233Other taxes 56,767 57,050Marketable securities - current portion 28,052 23,242Prepaid expenses and other current assets 63,180 53,210Total current assets 873,072 1,071,875Property and equipment, net 168,378 139,330Intangible assets, net 141,357 151,853Goodwill 531,794 535,761Right of use assets - operating leases 134,390 134,205Marketable securities - noncurrent portion 22,788 23,500Noncurrent financial assets 8,073 8,314Deferred tax assets 84,945 90,689Other noncurrent assets 45,987 45,680 Total noncurrent assets 1,137,712 1,129,332Total assets $ 2,010,784$ 2,201,207 Liabilities and shareholders' equityCurrent liabilities:Trade payables $ 457,107$ 566,046Contingencies - current portion 11,505 9,229Income taxes 8,321 27,528Financial liabilities - current portion 9,645 11,360Lease liability - operating - current portion 36,414 33,085Other taxes 12,338 14,713Employee - related payables 87,998 114,416Other current liabilities 54,387 68,277Total current liabilities 677,715 844,654Deferred tax liabilities 5,131 5,285Defined benefit plans 6,043 5,707Lease liability - operating - noncurrent portion 102,128 105,277Contingencies - noncurrent portion 23,304 22,729Other noncurrent liabilities 32,332 31,826 Total noncurrent liabilities 168,938 170,824Total liabilities 846,653 1,015,478 Shareholders' equity:
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Common shares, €0.025 par value, 53,728,895 and 55,659,895 sharesauthorized and issued, and 48,550,453 and 51,151,866 outstanding at June 30,2026 and December 31, 2025, respectively. 1,815 1,871 Treasury stock, 5,178,442 and 4,508,029 shares at cost as of June 30, 2026 and December 31, 2025, respectively. (108,990) (120,853) Additional paid-in capital 706,534 706,321Accumulated other comprehensive loss (80,120) (68,879)Retained earnings 608,276 630,750Equity attributable to the shareholders of Criteo S.A. 1,127,515 1,149,210Noncontrolling interests 36,616 36,519Total equity 1,164,131 1,185,729Total equity and liabilities $ 2,010,784$ 2,201,207 CRITEO S.A.Consolidated Statement of Operations(U.S. dollars in thousands, except share and per share data, unaudited) Three Months EndedSix Months EndedJune 30, June 30,2026 2025 2026 2025 Revenue $ 428,018$ 482,671$ 852,657$ 934,105 Cost of revenueTraffic acquisition cost 172,545190,602346,816377,664Other cost of revenue 33,259 33,551 60,885 60,947 Gross profit 222,214258,518444,956495,494 Operating expenses:Research and development expenses71,945 79,610 141,628140,359Sales and operations expenses 85,539108,215183,040197,104General and administrative expenses49,722 40,238 94,880 79,409Total operating expenses 207,206228,063419,548416,872Income from operations 15,008 30,455 25,408 78,622Financial and other income (expense) 319 (1,801) 2,192 501Income before taxes 15,327 28,654 27,600 79,123Provision for income taxes 3,576 5,734 7,269 16,192Net income $ 11,751$ 22,920$ 20,331$ 62,931 Net income available to shareholders of Criteo S.A.$ 11,190$ 21,250$ 19,007$ 59,178 Net income available to noncontrolling interests$ 561$ 1,670$ 1,324$ 3,753 Weighted average shares outstanding used in computing per shareamounts:Basic 49,664,39252,986,06850,007,07853,480,338Diluted 50,545,91555,133,56950,754,57456,162,459 Net income allocated to shareholders per share:Basic $ 0.23$ 0.40$ 0.38$ 1.11 Diluted $ 0.22$ 0.39$ 0.37$ 1.05 CRITEO S.A.Consolidated Statement of Cash Flows(U.S. dollars in thousands, unaudited) Three Months EndedSix Months EndedJune 30, June 30,2026 2025 2026 2025Cash flows from operating activitiesNet income $ 11,751$ 22,920$ 20,331$ 62,931Noncash and nonoperating items 25,87028,238 66,13670,868 - Amortization and provisions 23,47136,902 52,04060,485 - Equity awards compensation expense16,38121,128 29,72836,537 - Loss (gain) on disposal of and impairment of long-lived assets48 845 (701) 1,392 - Change in uncertain tax positions 95 (289) 522 (289) - Change in deferred taxes 3,293 5,547 5,300 12,435 - Change in income taxes (17,915)(39,907)(21,607)(44,195) - Other 497 4,012 854 4,503Changes in assets and liabilities: (17,322)(52,555)(17,961)(72,855)
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- Trade receivables (1,705)(2,564)130,281161,379 - Trade payables 11,890(28,910)(100,951)(203,241) - Other assets 9,186 20,908(15,329)12,448 - Other liabilities (36,229)(42,783)(32,401)(42,928) - Operating lease liabilities and right of use assets(464) 794 439 (513)Net cash provided by (used in) operating activities20,299(1,397)68,50660,944Cash flows from investing activitiesAcquisition of intangible assets, property and equipment(58,240)(35,292)(91,088)(52,342)Disposal of intangibles assets, property and equipment422 410 1,063 369Purchases of investment securities — (5,949)(17,319)(17,398)Maturities and sales of investment securities 60 16,644 11,673 27,646Net cash used in investing activities (57,758)(24,187)(95,671)(41,725)Cash flows from financing activitiesProceeds from exercise of stock options — 52 — 1,897Repurchase of treasury stocks (30,353)(48,328)(61,322)(104,496)Change in other financing activities (324) (73) (640) (544)Net cash used in financing activities (30,677)(48,349)(61,962)(103,143)Effect of exchange rates changes on cash and cash equivalents175 (6,214) (891) (995)Net decrease in cash and cash equivalents and restricted cash (67,961)(80,147)(90,018)(84,919)Net cash and cash equivalents and restricted cash at the beginning of the period320,302286,171342,359290,943Net cash and cash equivalents and restricted cash at the end of the period$ 252,341$ 206,024$ 252,341$ 206,024 Reconciliation of cash, cash equivalents, and restricted cash to theconsolidated statement of financial positionCash and cash equivalents $ 252,236$ 205,703$ 252,236$ 205,703Restricted cash, included in other current assets$ 105$ 321$ 105$ 321Total cash, cash equivalents, and restricted cash $ 252,341$ 206,024$ 252,341$ 206,024 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for taxes, net of refunds $ (13,868)$ (40,383)$ (18,819)$ (48,241)Cash paid for interest $ (467)$ (344)$ (994)$ (588)Noncash investing and financing activitiesIntangible assets, property and equipment acquired through payables$ 10,729$ 4,633$ 10,729$ 4,633 CRITEO S.A.Reconciliation of Cash from Operating Activities to Free Cash Flow(U.S. dollars in thousands, unaudited) Three Months EndedSix Months EndedJune 30, June 30,2026 2025 2026 2025 CASH FROM (USED IN) OPERATING ACTIVITIES$ 20,299$ (1,397)$ 68,506$ 60,944Acquisition of intangible assets, property and equipment(58,240)(35,292)(91,088)(52,342)Disposal of intangible assets, property and equipment422 410 1,063 369FREE CASH FLOW (1) $ (37,519)$ (36,279)$ (21,519)$ 8,971 (1) Free Cash Flow is defined as cash flow from operating activities less acquisition and disposition of intangible assets, property and equipment. CRITEO S.A.Reconciliation of Contribution ex-TAC to Gross Profit(U.S. dollars in thousands, unaudited) Three Months EndedSix Months EndedJune 30, June 30,2026 2025 2026 2025 Gross Profit 222,214258,518444,956495,494 Other Cost of Revenue33,259 33,55160,88560,947 Contribution ex-TAC (1) $ 255,473$ 292,069$ 505,841$ 556,441 (1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. CRITEO S.A.Segment Information(U.S. dollars in thousands, unaudited)
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Three Months Ended Six Months EndedJune 30, June 30, Segment 2025 YoY Change YoYChangeatConstantCurrency(2) 2026 2025 YoY Change YoYChangeatConstantCurrency(2)RevenueRetail Media $ 60,913 (21) % (22) %$ 89,178$ 120,411 (26) % (27) %Performance Media421,758 (10) % (9) % 763,479 813,694 (6) % (8) %Total 482,671 (11) % (11) % 852,657 934,105 (9) % (10) % Contribution ex-TACRetail Media 60,009 (21) % (22) % 87,757 118,799 (26) % (27) %Performance Media232,060 (10) % (10) % 418,084 437,642 (4) % (6) % Total (1) $ 292,069 (13) %(12) %$ 505,841$ 556,441 (9) % (11) % (1) Refer to the Non-GAAP Financial Measures section of this filing for the definition of the Non-GAAP metric.(2) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates totransactions denominated in settlement or billing currencies other than the US dollar. CRITEO S.A.Reconciliation of Adjusted EBITDA to Net Income(U.S. dollars in thousands, unaudited) Three Months Ended Six Months EndedJune 30, June 30, 2026 2025 YoYChange 2026 2025 YoYChangeNet income $ 11,751 $ 22,920(49) %$ 20,331$ 62,931(68) %Adjustments:Financial expense (income) (319) 1,796 (118) % (2,192) (152) NMProvision for income taxes 3,576 5,734 (38) % 7,269 16,192 (55) %Equity related compensation, and related socialcontribution expenses (1) 16,626 21,543 (23) % 30,448 37,423 (19) % Pension service costs 196 195 1 % 394 378 4 %Depreciation and amortization expense31,581 35,764 (12) % 59,948 61,457 (2) %Restructuring, integration and transformation costs 9,888 556 NM 20,050 2,427 726 %Other noncash or nonrecurring events (2) — 872 (100) % 1,950 872 124 %Total net adjustments 61,548 66,460 (7) % 117,867 118,597 (1) %Adjusted EBITDA (3) $ 73,299$ 89,380(18) %$ 138,198$ 181,528(24) % (1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. Thisrecurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operatingperformance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.(2) Includes costs related to nonrecurring litigation matters.(3) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. CRITEO S.A.Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP(U.S. dollars in thousands, unaudited) Three Months Ended Six Months EndedJune 30, June 30, 2026 2025 YoYChange 2026 2025 YoYChangeResearch and Development expenses$ 71,945$ 79,610(10) %$ 141,628$ 140,3591 %Equity related compensation, and related socialcontribution expenses (1) 6,003 5,398 11 % 10,892 9,732 12 % Depreciation and Amortization expense21,463 25,739 (17) % 40,602 42,412 (4) %Pension service costs116 109 6 % 232 210 10 %Restructuring, integration and transformation costs380 16 NM 695 89 681 %Other noncash or nonrecurring events— 872 (100) % — 872 (100) %Non-GAAP - Research and Development expenses43,983 47,476 (7) % 89,207 87,044 2 %Sales and Operations expenses85,539 108,215(21) % 183,040 197,104 (7) %Equity related compensation, and related socialcontribution expenses (1) 2,727 7,354 (63) % 5,679 12,775 (56) % Depreciation and Amortization expense623 3,574 (83) % 2,040 6,913 (70) %Pension service costs20 24 (17) % 41 48 (15) %Restructuring, integration and transformation costs663 (12) NM 5,202 54 NM
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Non-GAAP - Sales and Operations expenses81,506 97,275 (16) % 170,078 177,314 (4) %General and Administrative expenses 49,722 40,238 24 % 94,880 79,409 19 %Equity related compensation, and related socialcontribution expenses (1) 7,896 8,791 (10) % 13,877 14,916 (7) % Depreciation and Amortization expense329 350 (6) % 709 683 4 %Pension service costs60 62 (3) % 121 120 1 %Restructuring, integration and transformation costs8,845 552 NM 14,153 2,284 520 %Other noncash or nonrecurring events (2) — — NM 1,950 — NMNon-GAAP - General and Administrative expenses32,592 30,483 7 % 64,070 61,406 4 %Total Operating expenses 207,206 228,063 (9) % 419,548 416,872 1 %Equity related compensation, and related socialcontribution expenses (1) 16,626 21,543 (23) % 30,448 37,423 (19) % Depreciation and Amortization expense22,415 29,663 (24) % 43,351 50,008 (13) %Pension service costs196 195 1 % 394 378 4 %Restructuring, integration and transformation costs9,888 556 NM 20,050 2,427 726 %Other noncash or nonrecurring events (2) — 872 (100) % 1,950 872 124 % Total Non-GAAP Operating expenses (3) 158,081$ 175,234(10) %$ 323,355$ 325,764(1) %(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. Thisrecurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operatingperformance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.(2) Includes costs related to nonrecurring litigation matters.(3) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. CRITEO S.A.Reconciliation of Adjusted Net Income to Net Income (Loss)(U.S. dollars in thousands except share and per share data, unaudited) Three Months Ended Six Months EndedJune 30, June 30, 2026 2025 YoYChange 2026 2025 YoYChange Net income $ 11,751 $ 22,920(49) %$ 20,331$ 62,931(68) %Adjustments:Equity related compensation, and related socialcontribution expenses (1) 16,626 21,543 (23) % 30,448 37,423 (19) % Amortization of acquisition-related intangible assets6,661 9,637 (31) % 13,296 18,635 (29) %Restructuring, integration and transformation costs9,888 556 NM 20,050 2,427 726 % Other noncash or nonrecurring events (2) — 872 (100) % 1,950 872 124 %Tax impact of the above adjustments (3) (4,409) (4,739) 7 % (8,430) (8,669) 3 %Total net adjustments 28,766 27,869 3 % 57,314 50,688 13 %Adjusted net income (4) $ 40,517$ 50,789(20) %$ 77,645$ 113,619(32) % Weighted average shares outstanding - Basic49,664,39252,986,068 50,007,07853,480,338 - Diluted50,545,91555,133,569 50,754,57456,162,459 Adjusted net income per share - Basic$ 0.82$ 0.96(15) %$ 1.55$ 2.12(27) % - Diluted$ 0.80$ 0.92(13) %$ 1.53$ 2.02(24) % (1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. Thisrecurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operatingperformance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.(2) Includes costs related to nonrecurring litigation matters.(3) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated byapplying the actual tax rate for the entity and period to which the adjustment relates.(4) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. CRITEO S.A.Constant Currency Reconciliation(1) (U.S. dollars in thousands, unaudited) Three Months Ended Six Months EndedJune 30, June 30, 2026 2025 YoYChange 2026 2025 YoYChange Gross Profit as reported $ 222,214$ 258,518(14) %$ 444,956$ 495,494(10) %
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Other cost of revenue as reported33,259 33,551 (1) % 60,885 60,947 — % Contribution ex-TAC as reported(2) 255,473 292,069(13) % 505,841 556,441 (9) %Conversion impact U.S. dollar/othercurrencies 1,241 — (8,233) — Contribution ex-TAC at constant currency256,714 292,069(12) % 497,608 556,441(11) % Traffic acquisition costs as reported172,545 190,602 (9) % 346,816 377,664 (8) %Conversion impact U.S. dollar/othercurrencies 744 — (4,948) — Traffic acquisition costs at constant currency173,289 190,602 (9) % 341,868 377,664 (9) % Revenue as reported 428,018 482,671(11) % 852,657 934,105 (9) %Conversion impact U.S. dollar/othercurrencies 1,985 — (13,182) — Revenue at constant currency$ 430,003$ 482,671(11) %$ 839,475$ 934,105(10) %(1) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates totransactions denominated in settlement or billing currencies other than the U.S. dollar.(2) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. CRITEO S.A.Information on Share Count(unaudited) Six Months Ended2026 2025Shares outstanding as at January 1, 51,151,86654,277,422Weighted-average effect of changes in shares outstanding during the period(1,144,788)(797,084)Basic number of shares - Basic EPS basis50,007,07853,480,338Dilutive effect of share-based awards - Treasury method 747,4962,682,121Diluted number of shares - Diluted EPS basis50,754,57456,162,459 Shares issued as at June 30, before Treasury stocks 53,728,89557,854,895Treasury stocks as of June 30, (5,178,442)(5,527,535)Shares outstanding as of June 30, after Treasury stocks 48,550,45352,327,360 CRITEO S.A.Supplemental Financial Information and Operating Metrics(U.S. dollars in thousands except where stated, unaudited) YoYChangeQoQChangeQ22026 Q12026 Q42025 Q32025 Q22025 Q12025 Q42024 Q32024 Q22024 Clients (2) %1 %16,75216,52816,78616,97717,14217,08417,26917,16217,744 Revenue (11) %1 %428,018424,639541,136469,660482,671451,434553,035458,892471,307Americas (12) %11 %175,983158,629241,987201,978199,797192,908274,620206,816212,374EMEA (8) %(2) %171,349175,330202,901174,335185,955164,861183,372161,745168,496APAC (17) %(11) %80,68690,68096,24893,34796,91993,66595,04390,33190,437 Revenue (11) %1 %428,018424,639541,136469,660482,671451,434553,035458,892471,307Retail Media (21) %16 %47,90741,27176,34767,114 60,91359,49891,88960,76554,777Performance Media(10) %(1) %380,111 383,368464,789402,546421,758391,936461,146398,127416,530 TAC (9) %(1) %172,545174,271211,094181,526190,602187,062218,636192,789204,214Retail Media (18) %8 % 739 682 1,727 849 904 708 1,661 1,182 911Performance Media(9) %(1) %171,806173,589209,367180,677189,698186,354216,975191,607203,303 Contribution ex-TAC (1) (13) %2 %255,473250,368330,042288,134292,069264,372334,399266,103267,093Retail Media (21) %16 %47,16840,58974,62066,26560,00958,79090,22859,58353,866Performance Media(10) %(1) %208,305209,779255,422221,869232,060205,582244,171206,520213,227 Cash flow from (used for)operating activities NM (58) %20,29948,207160,68889,600(1,397)62,341169,45457,50317,187 Capital expenditures 66 %80 %57,81832,20726,49522,25834,88217,09123,39418,89921,119 Net cash position22 %(21) %252,341320,302342,359255,335206,024286,171290,943283,990291,698
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Headcount (2) %— %3,543 3,553 3,649 3,650 3,621 3,533 3,507 3,504 3,498 Days Sales Outstanding(days - end of month)(7) days(2) days58 60 57 64 65 68 62 65 64 (1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. SOURCE Criteo Corp https://criteo.investorroom.com/2026-08-05-CRITEO-REPORTS-SECOND-QUARTER-2026-RESULTS