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Criteo SA

CRITEO REPORTS FOURTH QUARTER 2025 RESULTS

Deployed $152 Million to Repurchase Shares in 2025

Remaining Share Buyback Authorization Increased up to $200 Million

NEW YORK , Feb. 11, 2026 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, today announced financial results for the fourth quarter and fiscal year ended December 31, 2025.

Fourth Quarter and Fiscal Year 2025 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and twelve months ended December 31, 2025:

Three Months Ended

Twelve Months Ended


December 31

December 31


2025


2024


YoY Change

2025


2024


YoY Change


(in millions, except EPS data)

GAAP Results











Revenue

$541


$553


(2) %

$1,945


$1,933


1 %

Gross Profit

$297


$301


(1) %

$1,049


$983


7 %

Net Income

$46


$72


(36) %

$149


$115


30 %

Gross Profit margin

55 %


54 %


1ppt

54 %


51 %


3ppt

Diluted EPS

$0.90


$1.23


(27) %

$2.64


$1.90


39 %

Cash from operating activities

$161


$169


(5) %

$311


$258


21 %

Cash and cash equivalents

$342


$291


18 %

$342


$291


18 %












Non-GAAP Results1











Contribution ex-TAC

$330


$334


(1) %

$1,175


$1,121


5 %

Adjusted EBITDA

$120


$144


(17) %

$407


$390


4 %

Adjusted diluted EPS

$1.30


$1.75


(26) %

$4.62


$4.57


1 %

Free Cash Flow (FCF)

$134


$146


(8) %

$211


$182


16 %

FCF / Adjusted EBITDA

112 %


101 %


11ppt

52 %


47 %


5ppt

"Criteo delivered strong performance for the year," said Michael Komasinski, Chief Executive Officer of Criteo. "We are advancing our position at the forefront of agentic commerce, with differentiated commerce data, AI driven decisioning, and global reach that provide durable advantages and support sustainable growth and long term shareholder value."

Operating Highlights

  • We introduced Agentic Commerce Recommendation Service, designed to power AI shopping assistants with accurate, relevant product recommendations built on Criteo's commerce intelligence.
  • We launched our Audience Agent to make audience planning smarter and faster, and our Insights Agent to empower platform users to make more strategic, data-driven decisions.
  • Retail Media Contribution ex-TAC grew 2% year-over-year at constant currency2 in 2025 and decreased (18)% in Q4 2025, as expected, reflecting the impact of previously communicated scope changes with two specific Retail Media clients.
  • We added Lidl and JB Hi-Fi to our leading Retail Media footprint.
  • Performance Media Contribution ex-TAC was up 4% year-over-year at constant currency2 in 2025 and up 2% in Q4 2025.
  • Criteo's media spend3 was $4.3 billion in 2025, growing 3% year-over-year at constant currency2 and $1.4 billion in Q4 2025, up 6%.
  • Cash from operating activities increased 21% to $311 million, and Free Cash Flow increased 16% to $211 million, reflecting disciplined execution and our lowest Days Sales Outstanding ("DSO") on record.
  • We deployed $152 million of capital for share repurchases in 2025, and our Board of Directors increased the Company's remaining share repurchase authorization to up to $200 million in February 2026.











1

Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.

2

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 US dollar.

3

Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.

Financial Summary

Revenue for Q4 2025 was $541 million, gross profit was $297 million and Contribution ex-TAC was $330 million. Net income for Q4 2025 was $46 million, or $0.90 per share on a diluted basis. Adjusted EBITDA for Q4 was $120 million, resulting in an adjusted diluted EPS of $1.30. As reported, revenue for Q4 decreased (2)%, gross profit decreased (1)% and Contribution ex-TAC decreased (1)%. At constant currency, revenue for Q4 decreased (4)% and Contribution ex-TAC decreased (4)%.

Revenue for 2025 was $1.9 billion, gross profit was $1.0 billion and Contribution ex-TAC was $1.2 billion. As reported, revenue for 2025 increased 1%, gross profit increased 7% and Contribution ex-TAC increased 5%. At constant currency, revenue for 2025 decreased (0.5)% and Contribution ex-TAC increased 3%. Net income for 2025 was $149 million, or $2.64 per share on a diluted basis. Adjusted EBITDA for 2025 was $407 million, resulting in an adjusted diluted EPS of $4.62.

Cash flow from operating activities was $311 million in 2025 and Free Cash Flow was $211 million in 2025. As of December 31, 2025, we had $389 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "We generated strong margins and cash flow in 2025, demonstrating the strength of our operating model. We returned $152 million to shareholders through share repurchases while maintaining a strong balance sheet, highlighting our confidence in the business and commitment to long term shareholder value."

Fourth Quarter 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (2)% year-over-year in Q4 2025, and decreased (4)% at constant currency, to $541 million (Q4 2024: $553 million). Gross profit decreased (1)% year-over-year in Q4 2025 to $297 million (Q4 2024: $301 million). Gross profit as a percentage of revenue, or gross profit margin, was 55% (Q4 2024: 54%). Contribution ex-TAC in the fourth quarter decreased (1)% year-over-year, or decreased (4)% at constant currency, to $330 million (Q4 2024: $334 million).

  • Retail Media revenue decreased (17)%, or (18)% at constant currency, and Retail Media Contribution ex-TAC decreased (17)%, or (18)% at constant currency, reflecting the temporary impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite across the broader client base, new client integrations, and growing offsite activity.
  • Performance Media revenue increased 1%, or decreased (2)% at constant currency, and Performance Media Contribution ex-TAC increased 5%, or 2% at constant currency, driven by the continued traction of full funnel, cross-channel activation, partially offset by lower AdTech services and supply.

Net Income and Adjusted Net Income

Net income was $46 million in Q4 2025 (Q4 2024: net income of $72 million). Net income attributable to shareholders of Criteo was $48 million, or $0.90 per share on a diluted basis (Q4 2024: net income attributable to shareholders of $71 million, or $1.23 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $69 million, or $1.30 per share on a diluted basis (Q4 2024: $101 million, or $1.75 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $120 million, representing a decrease of (17)% year-over-year (Q4 2024: $144 million). This reflects higher non-GAAP operating expenses related to planned growth investments and lower Contribution ex-TAC over the period. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 36% (Q4 2024: 43%).

Operating expenses increased 9% year-over-year to $225 million (Q4 2024: $206 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 12% year-over-year to $184 million (Q4 2024: $165 million).

Fiscal Year 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue increased 1% year-over-year, or decreased (0.5)% at constant currency, to $1.9 billion (FY 2024: $1.9 billion). Gross profit increased 7% year-over-year to $1,049 million (FY 2024: $983 million). Gross profit as a percentage of revenue, or gross profit margin, was 54% (FY 2024: 51%). Contribution ex-TAC increased 5% year-over-year, or increased 3% at constant currency, to $1.2 billion (FY 2024: $1.1 billion).

  • Retail Media revenue increased 2%, or 2% at constant currency, and Retail Media Contribution ex-TAC increased 2%, or 2% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform, partially offset by the temporary impact of previously communicated scope changes with two specific Retail Media clients.
  • Performance Media revenue was flat, or decreased (1)% at constant currency, and Performance Media Contribution ex-TAC increased 5%, or 4% at constant currency, driven by the traction of full funnel, cross-channel activation, partially offset by lower AdTech services and supply revenue.

Net Income and Adjusted Net Income

Net income was $149 million (FY 2024: $115 million). Net income attributable to shareholders of Criteo was $145 million, or $2.64 per share on a diluted basis (FY 2024: $112 million, or $1.90 per share on a diluted basis).

Adjusted net income was $253 million, or $4.62 per share on a diluted basis (FY 2024: $268 million, or $4.57 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $407 million, representing an increase of 4% year-over-year (FY 2024: $390 million). This reflects higher Contribution ex-TAC, partially offset by planned growth investments. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 35% (FY 2024: 35%).

Operating expenses increased 2% year-over-year to $847 million (FY 2024: $832 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 7% or $41 million to $668 million (FY 2024: $627 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $161 million in Q4 2025 (Q4 2024: $169 million).

Free Cash Flow was $134 million in Q4 2025 (Q4 2024: $146 million).

Cash and cash equivalents, and marketable securities, increased $56 million compared to December 31, 2024 to $389 million, after spending $152 million on share repurchases in 2025 (2024: $225 million).

As of December 31, 2025, the Company had total financial liquidity of approximately $891 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.

Redomiciliation to Luxembourg and Direct Listing

Following the favorable opinion of the works council, Criteo's Board of Directors has approved the previously announced proposed transfer of the Company's legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and the replacement of its American Depositary Shares ("ADSs") structure with ordinary shares to be directly listed on Nasdaq. A general meeting of the Company's shareholders will be held on February 27, 2026, at 10:00 a.m., Paris time, at the Company's registered office at 32 Rue Blanche, 75009 Paris, France to obtain approval by the Company's shareholders for the Conversion and certain related proposals.

The expected timing for completion of the Conversion remains the third quarter of 2026, subject to shareholder approval and other customary conditions. As previously announced, following the Conversion, Criteo intends to pursue a subsequent corporate redomiciliation from Luxembourg to the United States if the Board of Directors determines such action is in the best interests of the Company and its shareholders, subject to the prior Company's works council consultation process.

2026  Business Outlook

The following forward-looking statements reflect Criteo's expectations as of February 11, 2026.

Fiscal year 2026 guidance:

  • Contribution ex-TAC growth of flat to +2% at constant currency
  • Adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC

First quarter 2026 guidance:

  • Contribution ex-TAC between $245 million and $250 million, or -11% to -9% year-over-year at constant-currency
  • Adjusted EBITDA between $50 million and $55 million

The Company's first quarter and full year 2026 guidance reflects the near-term impact of previously communicated scope changes with two specific Retail Media clients. The first quarter of 2026 is expected to represent the low point of the year.

The Company's adjusted EBITDA outlook for the first quarter and full year 2026 reflects growth investments in agentic AI, foreign exchange headwinds on euro-based costs, and costs related to certain corporate matters.

The above guidance for the first quarter and fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.847, a U.S. dollar-Japanese Yen rate of 154, a U.S. dollar-British pound rate of 0.737, a U.S. dollar-Korean Won rate of 1,450 and a U.S. dollar-Brazilian real rate of 5.40.

The above guidance assumes that no acquisitions and dispositions are completed during the first 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 are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility 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 directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results.

Extension of Share Repurchase Authorization

Criteo's Board of Directors approved an increase of the previously authorized share repurchase program of the Company's outstanding American Depositary Shares. As of February 6, 2026, the remaining share buyback authorization was extended to up to $200 million. The Company intends to use repurchased shares under this extended program to satisfy employee equity obligations in lieu of issuing new shares, which would limit future dilution for its shareholders, as well as to fund potential acquisitions in the future.

Under the terms of the authorization, the stock purchases may be made from time to time in compliance with applicable state and federal securities laws and applicable provisions of French corporate law. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability, as determined by Criteo's management team. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.

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 and Exchange Commission ("SEC"): Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash 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 gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, 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 in understanding 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 awards compensation and director fees for share purchases, amortization of acquisition-related assets, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, other nonrecurring or noncash 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 and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner 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 Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion 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, pension service costs, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, and other nonrecurring or noncash items. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, 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 Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 2026 and the year ending December 31, 2026, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including the Conversion, materialize as expected; uncertainty regarding international operations and expansion (including related to changes in a specific country's or region's political or economic conditions (such as changes in or new tariffs)); the impact of competition or client in-housing; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth; client flexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the advertising industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals needed to complete the Conversion; failure to satisfy any of the other conditions to the Conversion, including the condition that the option to withdraw shares for cash in connection with the Conversion is not exercised above a certain threshold; the Conversion not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion; failure to list our shares on Nasdaq following the Conversion or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion; the disruption of current plans and operations by the Conversion; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the Conversion, including our anticipated growth rate and market opportunity; changes in shareholders' rights as a result of the Conversion; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program in connection with the Conversion; difficulty in adapting to operating under the laws of Luxembourg; the deferment or abandonment of the Conversion by our board of directors up to three days prior to the general shareholders' meeting to vote thereon; following the completion of the Conversion, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the Conversion; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2025, and in subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus filed with the SEC under Rule 424(b)(3) on January 22, 2026 in connection with the Conversion, as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the 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. You should 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 of new information, future events, changes in expectations or otherwise.

Conference Call Information

Criteo's senior management team will discuss the Company's earnings on a call that will take place today, February 11, 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 8184
  • International: +1 646 357 8785
  • France 080-094-5120

Please ask to be joined into the "Criteo" call.

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com. 

Contacts

Investor Relations & Corporate Communications
Melanie Dambre, m.dambre@criteo.com 

Public Relations
 Jessica Meyers, j.meyers@criteo.com 

Financial information to follow

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)




December 31, 2025


December 31, 2024

Assets





Current assets:





Cash and cash equivalents


$                         342,038


$                         290,693

Trade receivables, net of allowances of $ 25.9 million and $ 28.6 million as of
December 31, 2025 and December 31, 2024, respectively


582,102


800,859

Income taxes


14,233


1,550

Other taxes


57,050


53,883

Marketable securities - current portion


23,242


26,242

Prepaid expenses and other current assets


53,210


50,887

Total current assets


1,071,875


1,224,114

Property and equipment, net


139,330


107,222

Intangible assets, net


151,853


158,384

Goodwill


535,761


515,188

Right of use asset - operating lease


134,205


99,468

Marketable securities - noncurrent portion


23,500


15,584

Noncurrent financial assets


8,314


4,332

Deferred tax assets


90,689


81,006

Other noncurrent assets


45,680


61,151

    Total noncurrent assets


1,129,332


1,042,335

Total assets


$                     2,201,207


$                     2,266,449






Liabilities and shareholders' equity





Current liabilities:





Trade payables


$                         566,046


$                         802,524

Contingencies - current portion


9,229


1,882

Income taxes


27,528


34,863

Financial liabilities - current portion


11,360


3,325

Lease liability - operating - current portion


33,085


25,812

Other taxes


14,713


19,148

Employee - related payables


114,416


109,227

Other current liabilities


68,277


49,819

Total current liabilities


844,654


1,046,600

Deferred tax liabilities


5,285


4,067

Defined benefit plans


5,707


4,709

Lease liability - operating - noncurrent portion


105,277


77,584

Contingencies - noncurrent portion


22,729


31,939

Other noncurrent liabilities


31,826


20,453

    Total noncurrent liabilities


170,824


138,752

Total liabilities


1,015,478


1,185,352

Shareholders' equity:





Common shares, €0.025 par value,  55,659,895 and 57,744,839 shares authorized
and issued, and 51,151,866 and 54,277,422 outstanding at December 31, 2025 and
December 31, 2024, respectively.


1,871


1,931

Treasury stock, 4,508,029 and 3,467,417 shares at cost as of December 31, 2025 
and December 31, 2024, respectively.


(120,853)


(125,298)

Additional paid-in capital


706,321


709,580

Accumulated other comprehensive loss


(68,879)


(108,768)

Retained earnings


630,750


571,744

Equity attributable to shareholders of Criteo S.A.


1,149,210


1,049,189

Noncontrolling interests


36,519


31,908

Total equity


1,185,729


1,081,097

Total equity and liabilities


$                     2,201,207


$                     2,266,449

 

CRITEO S.A.
Consolidated Statement of Operations
(U.S. dollars in thousands, except share and per share data, unaudited)




Three Months Ended


Twelve Months Ended



December 31


December 31



2025


2024


2025


2024










Revenue


$    541,136


$    553,035


$ 1,944,901


$ 1,933,289










Cost of revenue









Traffic acquisition cost


211,094


218,636


770,284


811,806

Other cost of revenue


32,639


33,428


125,237


138,512










Gross profit


297,403


300,971


1,049,380


982,971










Operating expenses:









Research and development expenses


75,266


67,559


283,303


279,341

Sales and operations expenses


110,271


97,356


394,370


376,090

General and administrative expenses


39,352


41,548


168,942


176,138

Total operating expenses


224,889


206,463


846,615


831,569

Income from operations


72,514


94,508


202,765


151,402

Financial and other income


329


2,206


809


3,095

Income before taxes


72,843


96,714


203,574


154,497

Provision for income taxes


26,472


24,770


54,195


39,784

Net income


$       46,371


$       71,944


$    149,379


$    114,713










Net income attributable to shareholders of Criteo S.A.


$       47,642


$       71,095


$    144,602


$    111,571

Net (loss) income attributable to noncontrolling interests


$       (1,271)


$            849


$         4,777


$         3,142










Weighted average shares outstanding used in computing per share amounts:









Basic


52,234,730


54,695,112


52,934,526


54,817,136

Diluted


53,107,946


57,640,779


54,792,540


58,605,529










Net income attributable to shareholders per share:









Basic


$           0.91


$           1.30


$           2.73


$           2.04

Diluted


$           0.90


$           1.23


$           2.64


$           1.90

 

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)




Three Months Ended


Twelve Months Ended



December 31


December 31



2025


2024


2025


2024

Cash flows from operating activities









Net income


$      46,371


$      71,944


$    149,379


$    114,713

Noncash and nonoperating items


61,584


56,105


175,203


192,118

           - Amortization and provisions


32,327


20,620


129,446


87,754

           - Equity awards compensation expense


5,811


20,424


57,848


102,617

           - Gain on disposal of and impairment of long-lived assets


1,787


6,494


1,728


7,418

           - Change in uncertain tax positions


9,938


(7)


10,359


1,757

           - Net change in fair value of earn-out


—


(2,195)


—


1,007

           - Change in deferred taxes


(30,920)


(9,670)


(7,533)


(26,040)

           - Change in income taxes


42,497


28,710


(21,992)


19,389

           - Other


144


(8,271)


5,347


(1,784)

Changes in assets and liabilities


52,738


41,405


(13,345)


(48,670)

           - Trade receivables


(15,749)


(167,111)


245,977


(28,516)

           - Trade payables


34,318


193,703


(265,395)


(17,160)

           - Other current assets


8,340


10,881


13,665


10,142

           - Other current liabilities


24,385


2,925


(7,505)


(11,314)

           - Change in operating lease liabilities and right of use assets


1,444


1,007


(87)


(1,822)

NET CASH PROVIDED BY OPERATING ACTIVITIES


160,693


169,454


311,237


258,161

Cash flows from investing activities









Acquisition of intangible assets, property and equipment


(27,429)


(24,159)


(102,739)


(78,112)

Disposal of intangibles assets, property and equipment


934


765


2,013


1,476

Payment for businesses, net of cash acquired


—


—


—


(527)

Purchases of investment securities


(5,257)


(20,950)


(28,436)


(26,688)

Maturities and sales of investment securities


(258)


5,409


28,029


5,950

NET CASH USED IN INVESTING ACTIVITIES


(32,010)


(38,935)


(101,133)


(97,901)

Cash flows from financing activities









Proceeds from exercise of stock options


—


117


1,897


4,550

Repurchase of treasury stocks


(36,620)


(67,103)


(152,064)


(224,595)

Cash payment for contingent consideration


—


(51,983)


—


(51,983)

Change in other financing activities


(475)


2,825


(1,309)


1,529

NET CASH USED IN FINANCING ACTIVITIES


(37,095)


(116,144)


(151,476)


(270,499)

Effect of exchange rates changes on cash and cash equivalents


(4,564)


(7,422)


(7,212)


(10,159)

Net increase (decrease) in cash and cash equivalents and restricted cash


87,024


6,953


51,416


(120,398)

Net cash and cash equivalents and restricted cash at the beginning of the period


255,335


283,990


290,943


411,341

Net cash and cash equivalents and restricted cash at the end of the period


$    342,359


$    290,943


$    342,359


$    290,943










SUPPLEMENTAL CASH FLOW INFORMATION









Cash paid for taxes, net of refunds


$        3,474


$      (4,606)


$    (64,930)


$    (40,705)

Cash paid for interest


$          (615)


$          (328)


$      (1,584)


$      (1,360)

Non-cash investing and financing activities:









Intangible assets, property, and equipment acquired through payables


$      18,126


$        1,758


$      18,126


$        1,758

 

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)




Three Months Ended


Twelve Months Ended



December 31


December 31



2025


2024


2025


2024










CASH FROM OPERATING ACTIVITIES


$ 160,693


$ 169,454


$   311,237


$   258,161

Acquisition of intangible assets, property and equipment


(27,429)


(24,159)


(102,739)


(78,112)

Disposal of intangible assets, property and equipment


934


765


2,013


1,476

FREE CASH FLOW (1)


$ 134,198


$ 146,060


$   210,511


$   181,525



(1)

Free Cash Flow is defined as cash flow from operating activities less net acquisitions 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 Ended


Twelve Months Ended

December 31


December 31

2025


2024


YoY Change


2025


2024


YoY Change

Gross Profit

297,403


300,971


(1) %


1,049,380


982,971


7 %













Other Cost of Revenue

32,639


33,428


(2) %


125,237


138,512


(10) %













Contribution ex-TAC (1)

$     330,042


$     334,399


(1) %


$  1,174,617


$  1,121,483


5 %



(1)

Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.

 

CRITEO S.A.

Segment Information

(U.S. dollars in thousands, unaudited)





Three Months Ended


Twelve Months Ended




December 31


December 31


Segment


2025


2024


YoY
Change


YoY
Change
at
Constant
Currency (2)


2025


2024


YoY
Change


YoY
Change
at
Constant
Currency (2)

Revenue


















Retail Media


$         76,347


$         91,889


(17) %


(18) %


$      263,872


$      258,303


2 %


2 %


Performance Media


464,789


461,146


1 %


(2) %


1,681,029


1,674,986


— %


(1) %


Total


541,136


553,035


(2) %


(4) %


1,944,901


1,933,289


1 %


— %



















Contribution ex-TAC


















Retail Media


74,620


90,228


(17) %


(18) %


259,684


253,846


2 %


2 %


Performance Media


255,422


244,171


5 %


2 %


914,933


867,637


5 %


4 %


Total (1)


$      330,042


$      334,399


(1) %


(4) %


$   1,174,617


$   1,121,483


5 %


3 %



(1)

Refer to the Non-GAAP Financial Measures section of this filing for a definition of the Non-GAAP metric.

(2)

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.

 

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)




Three Months Ended


Twelve Months Ended



December 31


December 31



2025


2024


YoY

Change


2025


2024


YoY

Change

Net income


$    46,371


$    71,944


(36) %


$  149,379


$  114,713


30 %

Adjustments:













Financial Income


(329)


(2,206)


85 %


(460)


(3,095)


85 %

Provision for income taxes


26,472


24,770


7 %


54,195


39,784


36 %

Equity related compensation


7,079


21,710


(67) %


59,573


105,742


(44) %

Pension service costs


203


(23)


983 %


786


495


59 %

Depreciation and amortization expense (2)


31,092


25,514


22 %


122,320


101,193


21 %

Acquisition-related costs


—


(522)


100 %


—


1,439


(100) %

Restructuring, integration and transformation costs


9,200


2,821


226 %


18,531


29,847


(38) %

Other noncash or nonrecurring events (2) (3)


—


—


NM


2,372


—


NM

Total net adjustments


73,717


72,064


2 %


257,317


275,405


(7) %

Adjusted EBITDA (1)


$  120,088


$  144,008


(17) %


$  406,696


$  390,118


4 %



(1)

Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.

(2)

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 browser.

(3)

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, 2025.

 

CRITEO S.A.

Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP

(U.S. dollars in thousands, unaudited)




Three Months Ended


Twelve Months Ended



December 31


December 31



2025


2024


YoY
Change


2025


2024


YoY
Change

Research and Development expenses


$        75,266


$        67,559


11 %


$     283,303


$     279,341


1 %

Equity related compensation


5,397


9,713


(44) %


20,997


54,628


(62) %

Depreciation and Amortization expense (2)


21,454


13,740


56 %


82,911


51,936


60 %

Pension service costs


112


57


96 %


434


330


32 %

Restructuring, integration and transformation costs


537


412


30 %


1,025


8,576


(88) %

Other noncash or nonrecurring events(2)


—


—


NM


872


—


NM

Non GAAP - Research and Development expenses


47,766


43,637


9 %


177,064


163,871


8 %

Sales and Operations expenses


110,271


97,356


13 %


394,370


376,090


5 %

Equity related compensation


5,194


6,892


(25) %


19,384


22,985


(16) %

Depreciation and Amortization expense


2,193


3,311


(34) %


12,704


12,960


(2) %

Pension service costs


26


(110)


124 %


102


(32)


419 %

Restructuring, integration and transformation costs


2,269


(26)


NM


2,358


5,467


(57) %

Non GAAP - Sales and Operations expenses


100,589


87,289


15 %


359,822


334,710


8 %

General and Administrative expenses


39,352


41,548


(5) %


168,942


176,138


(4) %

Equity related compensation


(3,512)


5,105


(169) %


19,192


28,129


(32) %

Depreciation and Amortization expense


369


391


(6) %


1,433


1,716


(16) %

Pension service costs


65


30


117 %


250


197


27 %

Acquisition-related costs


—


(522)


100 %


—


1,439


(100) %

Restructuring, integration and transformation costs


6,394


2,435


163 %


15,148


15,804


(4) %

Other noncash or nonrecurring events (3)


—


—


NM


1,500


—


NM

Non GAAP - General and Administrative expenses


36,036


34,109


6 %


131,419


128,853


2 %

Total Operating expenses


224,889


206,463


9 %


846,615


831,569


2 %

Equity related compensation


7,079


21,710


(67) %


59,573


105,742


(44) %

Depreciation and Amortization expense


24,016


17,442


38 %


97,048


66,612


46 %

Pension service costs


203


(23)


983 %


786


495


59 %

Acquisition-related costs


—


(522)


100 %


—


1,439


(100) %

Restructuring, integration and transformation costs


9,200


2,821


226 %


18,531


29,847


(38) %

Other noncash or nonrecurring events (2) (3)


$                —


$                —


NM


$          2,372


$                —


NM

Total Non GAAP Operating expenses (1)


$     184,391


$     165,035


12 %


$     668,305


$     627,434


7 %



(1)

Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.

(2)

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 browser.

(3)

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, 2025.

 

CRITEO S.A.

Reconciliation of Adjusted Net Income to Net Income

(U.S. dollars in thousands except share and per share data, unaudited)




Three Months Ended


Twelve Months Ended



December 31


December 31



2025


2024


YoY
Change


2025


2024


YoY
Change

Net income


$        46,371


$        71,944


(36) %


$     149,379


$     114,713


30 %

Adjustments:













Equity related compensation


7,079


21,710


(67) %


59,573


105,742


(44) %

Amortization of acquisition-related intangible assets


8,530


8,573


(1) %


37,061


34,860


6 %

Acquisition related costs


—


(522)


100 %


—


1,439


(100) %

Restructuring, integration and transformation costs


9,200


2,821


226 %


18,531


29,847


(38) %

Other noncash or nonrecurring events (2) (3)


—


—


NM


2,372


—


NM

Tax impact of the above adjustments (4)


(2,118)


(3,686)


43 %


(13,931)


(18,734)


26 %

Total net adjustments


22,691


28,896


(21) %


103,606


153,154


(32) %

Adjusted net income (1)


$        69,062


$     100,840


(32) %


$     252,985


$     267,867


(6) %














Weighted average shares outstanding













 - Basic


52,234,730


54,695,112




52,934,526


54,817,136



 - Diluted


53,107,946


57,640,779




54,792,540


58,605,529
















Adjusted net income per share













 - Basic


$            1.32


$            1.84


(28) %


$            4.78


$            4.89


(2) %

 - Diluted


$            1.30


$            1.75


(26) %


$            4.62


$            4.57


1 %



(1)

Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.

(2)

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 browser.

(3)

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, 2025.

(4)

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 by applying the actual tax rate for the entity and period to which the adjustment relates.

 

CRITEO S.A.

Constant Currency Reconciliation(1)

(U.S. dollars in thousands, unaudited)




Three Months Ended


Twelve Months Ended



December 31


December 31



2025


2024


YoY

Change


2025


2024


YoY

Change

Gross Profit as reported


$    297,403


$    300,971


(1) %


$ 1,049,380


$    982,971


7 %














Other cost of revenue as reported


32,639


33,428


(2) %


125,237


138,512


(10) %














Contribution ex-TAC as reported(2)


330,042


334,399


(1) %


1,174,617


1,121,483


5 %

Conversion impact U.S. dollar/other currencies


(8,138)


—




(13,936)


—



Contribution ex-TAC at constant currency


321,904


334,399


(4) %


1,160,681


1,121,483


3 %














Traffic acquisition costs as reported


211,094


218,636


(3) %


770,284


811,806


(5) %

Conversion impact U.S. dollar/other currencies


(4,487)


—




(7,198)


—



Traffic acquisition costs at constant currency


206,607


218,636


(6) %


763,086


811,806


(6) %














Revenue as reported


541,136


553,035


(2) %


1,944,901


1,933,289


1 %

Conversion impact U.S. dollar/other currencies


(12,625)


—




(21,134)


—



Revenue at constant currency


$    528,511


$    553,035


(4) %


$ 1,923,767


$ 1,933,289


— %



(1)

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.

(2)

Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.

 

CRITEO  S.A.

Information on Share Count

(unaudited)




Twelve Months Ended



2025


2024

Shares outstanding as at January 1,


54,277,422


55,765,091

Weighted-average effect of changes in shares outstanding during the period


(1,342,896)


(947,955)

Basic number of shares - Basic EPS basis


52,934,526


54,817,136

Dilutive effect of share-based awards - Treasury method


1,858,014


3,788,393

Diluted number of shares - Diluted EPS basis


54,792,540


58,605,529






Shares issued as at December 31, before Treasury stock


55,659,895


57,744,839

Treasury stock as of December 31,


(4,508,029)


(3,467,417)

Shares outstanding as of December 31, after Treasury stock


51,151,866


54,277,422

 

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

(U.S. dollars in thousands except where stated, unaudited)



YoY

Change

QoQ

Change

Q4

2025

Q3

2025

Q2

2025

Q1

2025

Q4

2024

Q3

2024

Q2

2024

Q1

2024

Q4

2023













Clients

(3) %

(1) %

16,786

16,977

17,142

17,084

17,269

17,162

17,744

17,767

18,197













Revenue 

(2) %

15 %

541,136

469,660

482,671

451,434

553,035

458,892

471,307

450,055

566,302

Americas

(12) %

20 %

241,987

201,978

199,797

192,908

274,620

206,816

212,374

198,365

280,597

EMEA

11 %

16 %

202,901

174,335

185,955

164,861

183,372

161,745

168,496

162,842

189,291

APAC

1 %

3 %

96,248

93,347

96,919

93,665

95,043

90,331

90,437

88,848

96,414













Revenue

(2) %

15 %

541,136

469,660

482,671

451,434

553,035

458,892

471,307

450,055

566,302

Retail Media

(17) %

14 %

76,347

67,114

60,913

59,498

91,889

60,765

54,777

50,872

76,583

Performance Media

1 %

15 %

464,789

402,546

421,758

391,936

461,146

398,127

416,530

399,183

489,719













TAC

(3) %

16 %

211,094

181,526

190,602

187,062

218,636

192,789

204,214

196,167

249,926

Retail Media

4 %

103 %

1,727

849

904

708

1,661

1,182

911

703

2,429

Performance Media

(4) %

16 %

209,367

180,677

189,698

186,354

216,975

191,607

203,303

195,464

247,497













Contribution ex-TAC (1)

(1) %

15 %

330,042

288,134

292,069

264,372

334,399

266,103

267,093

253,888

316,376

Retail Media

(17) %

13 %

74,620

66,265

60,009

58,790

90,228

59,583

53,866

50,169

74,154

Performance Media

5 %

15 %

255,422

221,869

232,060

205,582

244,171

206,520

213,227

203,719

242,222













Cash flow from
(used for) operating
activities 

(5) %

79 %

160,688

89,600

(1,397)

62,341

169,454

57,503

17,187

14,017

161,340













Capital expenditures

13 %

19 %

26,495

22,258

34,882

17,091

23,394

18,899

21,119

13,224

19,724













Net cash position

18 %

34 %

342,359

255,335

206,024

286,171

290,942

283,990

291,698

341,862

411,257













Headcount

4 %

— %

3,649

3,650

3,621

3,533

3,507

3,504

3,498

3,559

3,563













Days Sales
Outstanding
(days - end of month)

(5) days

(7) days

57

64

65

68

62

65

64

66

58



(1)

Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.

 

Cision View original content:https://www.prnewswire.com/news-releases/criteo-reports-fourth-quarter-2025-results-302684484.html

SOURCE Criteo Corp