Prepared remarks
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November 4, 2026 1 Criteo Q3 2026 Earnings Call | Prepared Remarks 1 Melanie Dambre – SVP, Investor Relations and Corporate Communications 2 Good morning, everyone, and welcome to Criteo's third quarter 2026 earnings call. 3 Joining us on the call today are Chief Executive Officer Michael Komasinski and Chief 4 Financial Officer Connor McGogney, who are going to share some prepared remarks. 5 As usual, you will find our investor presentation on our IR website now, as well as our 6 prepared remarks and transcript after the call. 7 Before we get started, I’d like to remind you that our remarks will include forward-8 looking statements, which reflect Criteo’s judgment, assumptions, and analysis only 9 as of today. Our actual results may differ materially from current expectations based 10 on a number of factors affecting Criteo’s business. Except as required by law, we do 11 not undertake any obligation to update any forward-looking statements discussed 12 today. For more information, please refer to the risk factors discussed in our earnings 13 release, as well as our most recent Forms 10-K and 10-Q, and the registration 14 statement on Form S-4 relating to our proposed redomiciliation, filed with the SEC. 15 We'll also discuss non-GAAP measures of our performance. Definitions and 16 reconciliations to the most directly comparable GAAP metrics are included in our 17 earnings release published today. 18 Finally, unless otherwise stated, all growth comparisons made during this call are 19 against the same period in the prior year. 20 With that, let me now hand it over to Michael. 21
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November 4, 2026 2 Michael Komasinski – Chief Executive Officer 22 Thanks, Melanie, and good morning, everyone. 23 Before we begin, I’d like to welcome Connor to his first earnings call as CFO. Connor 24 has been with Criteo for eight years, most recently as our Chief Strategy Officer. He 25 knows the business well, making this a seamless transition. And I’m pleased to have 26 him in this role as we strengthen execution and focus on shareholder value. 27 This has been a challenging year for Criteo. Our performance is not yet where I want 28 it to be, but the strength of our capabilities and the progress we’re making give me 29 confidence in our direction. Much of the pressure this year has been concentrated in 30 reduced spending from several large enterprise clients in Performance Media and the 31 previously communicated client scope reductions in Retail Media. Encouragingly, 32 spending trends among those large Performance Media clients remained broadly 33 stable throughout the quarter, while we continued to build new business momentum. 34 Our strategy has been to extend our commerce capabilities across channels and the 35 full shopping journey, helping clients reach consumers wherever they discover, 36 consider, and buy. Our investments in CTV, App, Social, and AI platforms are all part 37 of that plan. This quarter, we’re seeing more evidence of those investments translating 38 into commercial traction, with CTV a growing example that I’ll discuss in more detail. 39 Commerce Intelligence underpins this strategy. Our combination of large-scale 40 commerce data and AI infrastructure helps advertisers turn shopping intent into sales. 41 We’re extending those capabilities across more channels, including AI platforms like 42 ChatGPT Ads, to capture additional advertiser budgets, and through AI assistants and 43 Page Intelligence to help clients monetize new shopping experiences. Together, these 44 efforts make our commerce intelligence more valuable to advertisers and retailers, 45 building a foundation for Criteo to power more of the shopping journey as AI creates 46 new ways for consumers to discover and buy products. 47 We now need to translate this progress into stronger financial performance. That 48 means strengthening commercial execution, ramping new clients, deepening existing 49 relationships, and helping retailers grow their media businesses. We’re also expanding 50 self-service and agency workflows to make our capabilities easier to access, improve 51
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November 4, 2026 3 productivity, and lower our cost to serve. Challenges remain, but we’re addressing 52 them directly, with a clear focus on execution and cost discipline. 53 Let me start with CTV. We started a little over a year ago, and we believe our 54 commerce capabilities give us a compelling opportunity as advertisers increasingly 55 look to CTV to drive measurable sales. That’s where Criteo has a right to win. 56 Our differentiated commerce audiences allow advertisers to reach their ideal 57 consumers on CTV based on real shopping behaviors and purchase intent. Combined 58 with our ability to connect campaigns across channels and optimize toward a purchase 59 or other outcome, this makes CTV a more powerful performance channel for 60 advertisers. 61 This morning, we announced the global expansion of our CTV offering, building on our 62 early success in the U.S. We’ll launch in Brazil and Mexico by year-end, followed by 63 major markets across Europe, Canada, and Australia in 2027. We're beginning to see 64 the returns on our investments in Performance CTV, with that differentiation translating 65 into growing commercial traction. More advertisers are now running campaigns 66 through our offering across several verticals, including apparel, travel, consumer 67 electronics, and automotive. For example, a global travel platform generated a 61x 68 return on ad spend while delivering a 9% lower cost per acquisition compared to their 69 Display campaign serving to the same audience. Our pipeline is expanding rapidly, 70 and we’re winning budgets in competitive evaluations. We’ve also secured several 71 renewals, with advertisers increasing their investment and committing larger budgets 72 as they see meaningful results. Based on this momentum, we’re on track to double 73 our Q3 CTV run rate in Q4. We’re putting more commercial resources behind this 74 opportunity as demand and repeat spending grow. 75 We’re also expanding our reach across AI platforms. Our OpenAI integration has 76 grown from seven countries last quarter to 89 countries. Europe is particularly 77 important, given our deep advertiser relationships and established presence across 78 the region. We’re building our presence in an emerging advertising channel with 79 meaningful long-term growth potential, positioning us to capture additional advertiser 80 budgets as adoption scales. 81
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November 4, 2026 4 We bring differentiated capabilities that help advertisers drive results in this new 82 channel. Our rich commerce audiences help them reach relevant consumers. Our 83 Prompt Smart Ads tailor messaging to the intent people express in their conversations. 84 And our measurement helps advertisers understand the results and optimize their 85 spending. 86 For example, a Turkish Airlines campaign activated through Criteo used Prompt Smart 87 Ads and generated a 183% increase in site landings from ChatGPT Ads. Users 88 exposed to the ads also spent 15% more time per visit. 89 We continue to see interest in testing ChatGPT Ads, and average spend per client is 90 increasing modestly. This is still an early market, and spending has yet to scale. Our 91 focus is on turning tests into repeat campaigns and larger budgets. We expect the 92 contribution from ChatGPT Ads to build in 2027. 93 As we develop these newer channels, we’re applying the experience we’ve gained in 94 Social. In Q3, we saw approximately 20% growth in both media spend and the number 95 of campaigns on Social compared to a year ago. We’ve built a business that 96 demonstrates how our commerce intelligence can drive performance beyond the open 97 web. 98 Together, CTV, AI platforms, and Social now represent 13% of Commerce Growth 99 campaigns, up from 6% a year ago. By expanding across these newer channels, we 100 can address more of our clients’ budgets and give them a more connected view of the 101 consumer across the shopping journey. 102 Beyond these channels, we also see meaningful opportunity to grow within our existing 103 client base through App. Many advertisers run web campaigns with us and have their 104 own apps, but have yet to activate App campaigns with Criteo. Advertisers combining 105 App and Web generate approximately twice the sales at a similar return on ad spend 106 compared with Web alone. This gives us a clear opportunity to deepen client 107 relationships and capture additional performance budgets. 108 This diversification puts us in a fundamentally stronger position today. We’re not 109 currently seeing an impact from the Safari changes in iOS 27, supported by our 110 longstanding investments in privacy-safe technology and durable addressability. 111
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November 4, 2026 5 We're also making our capabilities easier for advertisers to access and use through 112 self-service. GO gives clients direct access to campaign tools powered by our AI and 113 commerce data. It simplifies how they launch, manage, and optimize campaigns. 114 More than half of our small clients globally use GO campaigns. GO now serves 115 approximately a third of Commerce Growth customers and represents about 10% of 116 Commerce Growth revenue. 117 We’ve learned a lot about how clients adopt GO this year. Our marketing has 118 generated strong interest in GO, including hundreds of thousands of visits to GO 119 pages, and activation is higher when our teams help clients get started. We’re phasing 120 out standalone self-registration, while using agentic tools to automate key onboarding 121 steps and help clients get started more easily. Once clients are up and running, they 122 can manage and optimize campaigns themselves. As more campaigns move into 123 these self-service workflows, we’re improving productivity and lowering our cost to 124 serve. 125 Over time, we also expect more clients to access our capabilities through AI agents. 126 All major agency holding companies are currently testing our Model Context Protocol, 127 or MCP, which connects their AI tools with Criteo solutions and enables planners to 128 build and activate campaigns using natural language. These connections allow 129 agencies to bring Criteo solutions into their own AI tools. 130 In Performance Media, early testing includes reporting, audience creation, and 131 selected campaign operations. In Retail Media, we currently provide retailer insights 132 and reporting, with activation coming soon. 133 Our work on MCP is part of broader progress with agencies. Spend through agencies 134 has increased 5% year to date, ahead of direct client trends. We’re deepening these 135 relationships by combining our commerce data with agency assets, developing agentic 136 capabilities together, and extending our partnerships across more of our products. 137 Turning to our third quarter Performance Media results. Media spend trends improved 138 sequentially despite reduced spending by several large enterprise clients discussed 139 last quarter; the reductions primarily reflected client-specific decisions and softer 140 demand in certain verticals. Encouragingly, trends among large clients remained 141 broadly stable throughout the quarter. 142
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November 4, 2026 6 We’ve also strengthened our commercial execution, with tangible progress in new 143 business momentum. Our pipeline continues to strengthen, with open opportunities up 144 72% year-over-year, with agencies representing more than half of our pipeline. Spend 145 from new business grew 13% year-over-year in Q3, with the share of new enterprise 146 client spend doubling year-over-year. We expect these new clients to begin ramping 147 in Q4 and reach full run rate in the first half of 2027. 148 While the challenges affecting several large enterprise clients remain a near-term 149 headwind, we’re building the foundation for improved performance in 2027 through 150 stronger commercial execution, broader client relationships, and a growing 151 contribution from new channels. The opportunities I described in CTV, social, App, 152 and AI platforms give us more ways to deliver results and earn additional budgets. 153 Our focus is clear: ramp the clients we’ve signed, grow our share of existing accounts, 154 and continue to improve execution in the Americas. As we head into Cyber Week and 155 the holiday season, our teams are ready and excited to help our clients drive strong 156 results. 157 Turning to Retail Media, we’re building a more diversified business across clients, 158 markets, and products. That gives us more ways to grow and greater flexibility to meet 159 retailers’ needs. 160 Retail Media Contribution ex-TAC grew 10% in Q3 across our underlying client base, 161 supported by advertiser demand and adoption of new formats. 162 We’re expanding demand on several fronts. During the quarter, the number of brands 163 on our platform reached 4,700 and media spend grew 22%. 164 We’re making it easier for brands and agencies to invest across our network. 165 Commerce Max unifies planning, activation, and measurement, including campaigns 166 sold directly by retailers, so advertisers can manage and scale campaigns across 167 retailers in one place. 168 We’re also expanding capabilities on retailer sites. More retailers are adopting 169 conquesting, helping brands reach shoppers considering competing products and 170 attracting incremental budgets. 171
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November 4, 2026 7 Our Mirakl partnership further broadens demand by enabling third-party sellers and 172 mid- to long-tail advertisers to run campaigns across a growing retailer network. 173 Together, these advertisers represent a meaningful source of incremental demand. 174 Within our existing retailer network, new formats continue to drive growth. 175 Auction-based display remains our fastest-growing Retail Media format. It’s now live 176 with more than 95 retailers, twice the number at the start of the year. Auctions account 177 for more than half of onsite display, and we’re on track to grow display spend by close 178 to 50% this year. Auction-based display gives brands a more flexible, performance-179 driven way to reach relevant shoppers, while helping retailers attract more demand 180 and generate more revenue from onsite inventory. 181 We believe retailer AI assistants create a new opportunity to connect shoppers with 182 relevant products and generate revenue for retailers. Following our initial launch with 183 Albertsons, we’re working to bring sponsored recommendations to additional retailer 184 AI assistants, including THG Ingenuity in the UK. 185 These recommendations connect what a shopper is asking for with relevant products 186 and advertiser demand. They create a new source of revenue for retailers within a 187 personalized experience designed to help consumers make a purchase. 188 As agentic AI creates new ways for consumers to shop, we expect online commerce 189 to grow, and Retail Media to grow with it. 190 Ecommerce traffic across our retail partners continues to grow, even as consumers 191 increasingly use AI assistants. Those assistants are creating new paths to discovery 192 and bringing qualified shoppers to retailers. They may also help consumers complete 193 purchases they might otherwise abandon, expanding the opportunity for online 194 commerce. 195 Retailers remain central to that journey. They provide the assortment, fulfillment, 196 loyalty programs, and payment capabilities that turn interest into a purchase. 197 Consumers also continue to use search, brand websites, and retailer sites alongside 198 AI assistants. As shoppers move across more touch points, retailers have an 199 opportunity to make their own sites more relevant and valuable. 200
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November 4, 2026 8 Page Intelligence brings merchandising, advertising and shopper engagement into 201 one optimization system. Retailers retain control over product selection, ranking, and 202 monetization. We bring the technology and advertiser demand to help them improve 203 product discovery, show relevant sponsored recommendations, and grow revenue. 204 We’re now testing it with one of our largest retail partners. 205 That innovation builds on strong retailer relationships. Four of our largest retail 206 partners have recently renewed their agreements for multiple years. Existing partners, 207 including Douglas, Flaconi, and Metro, are preparing to expand with us into additional 208 markets. We’re also adding partners across regions, including Notino in EMEA, El 209 Puerto de Liverpool in Mexico, ONIGO in Japan, Adore Beauty in Australia, and PayU 210 in India. 211 Looking to 2027, we expect a more supportive backdrop for the business, with the 212 previously communicated client scope reductions behind us and a diversified client 213 base. We’re renewing and expanding relationships with existing retailers, adding new 214 clients, and seeing growing demand from advertisers, which reinforces our confidence 215 in the durability of the business and the opportunity ahead. 216 Our product organization remains focused on delivering our roadmap and meeting 217 client needs through the recent leadership transition. In Performance Media, new client 218 signings and momentum across CTV, App, Social, and AI platforms give us concrete 219 levers for improved performance in 2027. In Retail Media, multi-year retailer 220 commitments, a more diversified client base, and new sources of advertiser demand 221 provide a solid foundation. And across both businesses, we believe agentic AI is 222 creating new ways for us to serve clients and expand our opportunity. 223 Alongside these priorities, we’re maintaining cost discipline and focusing product and 224 commercial resources on the clearest revenue opportunities. Connor will help us 225 improve efficiency, sustain strong cash generation, and allocate capital to drive 226 shareholder value. 227 We remain on track to complete our redomiciliation to the United States on January 1, 228 2027, subject to shareholder approval and other customary conditions. We expect this 229 to complete the simplification of our corporate structure and create the potential for 230 inclusion in certain U.S. indices, which could broaden our access to investors. 231
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November 4, 2026 9 I’m confident in our direction, and we need to translate this progress into stronger 232 financial performance. Our focus is on converting long-term client commitments, new 233 business wins, and our expanding role across channels into sustainable growth 234 through consistent execution and operating discipline. 235 With that, I’ll turn the call over to Connor, who will provide more details on our third-236 quarter financial performance and our outlook for the rest of the year. 237 Connor McGogney – Chief Financial Officer 238 Thank you, Michael, and good morning, everyone. I’m pleased to join you for my first 239 earnings call as CFO. 240 Having spent the past eight years at Criteo, I have a deep understanding of our 241 business and where we need to improve. We have strong technology, a real AI 242 foundation, long-term client relationships, and a cash generative business. My focus 243 as CFO is to bring financial discipline to our execution, improve efficiency, and ensure 244 our investments and capital allocation support sustainable growth and shareholder 245 value. With that, I’m focused on three priorities. 246 First, I want to make our performance more predictable. We are strengthening how we 247 manage the pipeline, build our operating plans, and better forecast our business 248 despite a rapidly evolving ecosystem. That means clearer commercial ownership and 249 a tighter connection between what we see in the pipeline and what we commit to 250 financially. 251 Second, I want to improve our efficiency and operating leverage as we return the 252 business to growth. We’re applying AI across our own operations, expanding self-253 service capabilities, and simplifying how work gets done. We’re also taking a proactive 254 look at our cost structure and operating model to sharpen resource allocation and 255 position the business for stronger profitability. As we execute through this 256 transformation, we’ll continue to invest in growth, but be more vigilant about improving 257 our operating leverage. 258 Third, I want every capital allocation decision to support shareholder value creation. 259 Our priority is to improve our organic performance, and we’ll invest where we see 260 compelling opportunities. Share repurchases remain an important part of our capital 261
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November 4, 2026 10 allocation strategy. We’ll also continue to evaluate acquisitions, but as always, the bar 262 will be very high. 263 Turning to the quarter, our top line was in line with our expectations, and Adjusted 264 EBITDA was ahead of plan. 265 Media spend was $1.2 billion, up 9% from a year ago. Revenue was $416 million, and 266 Contribution ex-TAC was $240 million, down 15% at constant currency. This includes 267 a $4 million year-over-year foreign exchange headwind and a $20 million impact 268 related to previously communicated scope changes with two Retail Media clients. 269 In Performance Media, Revenue was $365 million and Contribution ex-TAC was $189 270 million, down 13% at constant currency. As expected, budgets from several large 271 enterprise clients were lower year-over-year, while our broader Performance Media 272 client base remained more resilient. 273 During Q3, spending from these large clients stabilized compared with Q2, and the 274 year-over-year decline in overall Commerce Growth media spend moderated. We also 275 made progress in developing newer channels, including CTV and AI platforms, 276 building on the momentum we’ve established in Social. We believe these channels 277 represent additional opportunities for growth over time. 278 Capturing these opportunities and driving broader improvements in client spending will 279 require stronger commercial execution. We’ve made changes in sales leadership and 280 are strengthening our pipeline management and conversion of opportunities into client 281 spend. While these are encouraging steps, we need to see sustained improvement in 282 client spending to demonstrate that our actions are delivering results. 283 Across regions, the U.S. remains our most challenged market, while trends in EMEA 284 and APAC were comparatively stronger. By category, Travel decelerated following 285 several years of strong growth. Retail trends improved but remained soft overall, 286 particularly in discretionary categories such as Fashion, where spending declined 287 14%. 288 Retail Media Revenue was $52 million, and Contribution ex-TAC was $51 million, 289 down 23% at constant currency. The quarter included a $20 million impact from the 290 previously communicated scope reductions pertaining to two clients. Excluding that 291
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November 4, 2026 11 impact, Contribution ex-TAC across the underlying client base grew a healthy 10%, as 292 expected given tougher comparisons with last year. 293 In Retail Media, we saw media spend grow 22% from a year ago, driven by continued 294 strong demand across our expanded set of formats. 295 Adjusted EBITDA was $65 million, and our Adjusted EBITDA margin was 27% this 296 quarter. Results came in ahead of our outlook, primarily due to lower hiring and a 297 partial reversal of previously accrued employee bonus expenses, based on year-to-298 date performance and our full-year outlook. We also managed costs tightly while 299 continuing to invest in our growth initiatives. 300 Non-GAAP operating expenses were $153 million, down 3% from a year ago, primarily 301 driven by lower headcount and lower employee bonus accruals. We’re also focused 302 on improving productivity through AI and simplifying how we operate, which we expect 303 to drive greater efficiency over time. At the same time, we remain highly disciplined in 304 our approach to hiring, discretionary spending, and the returns on our investments. 305 Moving down the P&L, depreciation and amortization was $29 million, and share 306 based compensation was $9 million, down 39% year-over-year. Income from 307 operations was $21 million, and net income was $6 million. Diluted Earnings Per Share 308 was $0.11, and Adjusted Diluted Earnings Per Share was $0.43. Our provision for 309 income taxes was $16 million this quarter, including a $6 million one-time tax impact 310 associated with our redomiciliation. 311 Operating Cash Flow was $57 million in the quarter, and free cash flow was $21 312 million. We anticipate strong Free Cash Flow generation in the fourth quarter as usual. 313 For reference, our trailing twelve-month Free Cash Flow was $134 million. 314 We ended September with $326 million in cash and marketable securities and no long-315 term debt. Our liquidity gives us the flexibility to invest in the business, pursue 316 acquisitions that meet our return requirements, and return excess capital to 317 shareholders. 318 During the quarter, we repurchased $4 million of shares, bringing year-to-date 319 repurchases to $65 million. We had $156 million remaining under our authorization at 320
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November 4, 2026 12 the end of September and will continue to assess repurchases as part of our broader 321 focus on maximizing shareholder value. 322 Turning to the outlook, our full year guidance is unchanged. While we’re confident in 323 the actions underway to improve the performance of the business, we’re maintaining 324 a prudent approach to our outlook. 325 We continue to expect 2026 Contribution ex-TAC to decline 10% to 12% at constant 326 currency. This outlook reflects the spending levels we are seeing in Performance 327 Media and the previously communicated client scope reductions in Retail Media. 328 In Performance Media, we continue to expect Contribution ex-TAC to decline in the 329 high single digits at constant currency for the year. Our outlook reflects year-to-date 330 trends, typical holiday seasonality, and continued pressure in discretionary retail 331 categories. 332 Our teams are taking decisive action on sales execution. The leadership changes, 333 stronger pipeline management, clearer commercial accountability and better 334 alignment of incentives are intended to improve performance, but we haven’t assumed 335 an immediate benefit in our remaining 2026 outlook. We want to see sustained 336 improvement in client activity and spending before building it into our expectations. 337 In Retail Media, for the year we expect Contribution ex-TAC to decline in the high-338 teens to 20% at constant currency, including approximately $75 million of impact from 339 the two client scope reductions. Excluding those reductions, we expect underlying 340 Retail Media Contribution ex-TAC growth in the low teens this year, reflecting the 341 timing of new format launches with select retailers. 342 We continue to expect an Adjusted EBITDA margin of approximately 30% for 2026. 343 As discussed earlier, we are taking steps to improve our cost structure and operating 344 efficiency, positioning us to deliver operating leverage as growth improves. 345 We continue to expect Operating Cash Flow conversion from adjusted EBITDA to 346 improve to approximately 85% in 2026, up from 76% in 2025, driven by continued 347 improvements in working capital. We also continue to expect Free Cash Flow 348 conversion of about 35% of Adjusted EBITDA before any non-recurring items. As 349
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November 4, 2026 13 previously discussed, this reflects higher capital spending this year for data center 350 renewals versus prior years. 351 Our full-year Capital Expenditure outlook is now approximately $180 million, including 352 these planned renewals. We also expect an effective tax rate in the high thirty percent 353 range, reflecting lower anticipated pre-tax income and certain one-time non-deductible 354 tax costs related to our planned redomiciliation. 355 For the fourth quarter, we expect Contribution ex-TAC of $292 million to $298 million, 356 down 9% to 11% at constant currency. We now expect foreign exchange to reduce 357 Q4 Contribution ex-TAC by up to $4 million year-over-year. That’s approximately $2 358 million more of a headwind than we assumed in our prior guidance, primarily due to 359 the euro weakening against the U.S. dollar over the past three months. 360 In Performance Media, our fourth-quarter outlook reflects stable trends among large 361 clients and the initial ramp-up of new business, including a growing number of CTV 362 campaigns. 363 In Retail Media, the fourth-quarter outlook includes approximately $7 million of impact 364 from the previously communicated client scope reductions. As a reminder, the 365 underlying business also faces a tougher comparison with last year. 366 We expect Adjusted EBITDA of $105 million to $111 million in the fourth quarter. Costs 367 are expected to decline year-over-year, primarily reflecting lower employee costs. The 368 modest sequential increase reflects normal seasonality and the non-recurrence of the 369 one-time reduction in employee performance bonus accruals that benefited Q3. 370 Looking to 2027, our priorities are to strengthen Performance Media, scale new 371 channels, reinforce our leadership in Retail Media, and translate our product 372 investments into results for clients. We’ll pursue these priorities with continued 373 operating discipline, and I’ll be clear about the progress we make and where we still 374 have work to do. 375 With that, I will open up the call for questions. 376 […Q&A…] 377 Melanie Dambre – SVP, Investor Relations and Corporate Communications 378
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November 4, 2026 14 That concludes our call for today. Thank you, everyone, for joining us. If you have any 379 follow-up questions, the IR team is available to assist. Have a great day. 380