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Criteo SA

CRITEO REPORTS FIRST QUARTER 2026 RESULTS

Q1 Activated Media Spend Surpasses $1 Billion for the First Time
 Deployed $31 Million to Repurchase Shares in Q1 2026

NEW YORK , May 6, 2026 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global commerce intelligence platform, today announced financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights:

The following table summarizes our consolidated financial results for the three months ended March 31, 2026:

Three Months Ended


March 31,


2026


2025


YoY Change


(in millions, except EPS data)

GAAP Results






Revenue

$425


$451


(6) %

Gross Profit

$223


$237


(6) %

Net Income

$9


$40


(79) %

Gross Profit margin

52 %


52 %


0 ppt

Diluted EPS

$0.15


$0.66


(77) %

Cash from operating activities

$48


$62


(23) %

Cash and cash equivalents

$320


$286


12 %







Non-GAAP Results 1






Contribution ex-TAC

$250


$264


(5) %

Adjusted EBITDA

$65


$92


(30) %

Adjusted diluted EPS

$0.73


$1.10


(34) %

Free Cash Flow (FCF)

$16


$45


(65) %

FCF / Adjusted EBITDA

25 %


49 %


(24) ppt

"We delivered a solid start to 2026 with disciplined execution and meaningful progress against our strategy," said Michael Komasinski, Chief Executive Officer of Criteo. "While the near-term outlook reflects a more challenging environment, we are advancing our AI roadmap, strengthening our commercial organization, and scaling our AI-driven solutions across Performance Media and Retail Media. We remain confident in our path to reacceleration and the opportunity ahead."

Operating Highlights

  • Criteo became the first advertising technology partner integrating with OpenAI's advertising solution.
  • We expanded our GO platform with full self-service access and agentic onboarding for small and mid-sized businesses (SMBs).
  • Criteo's media spend2 was $4.4 billion in the last 12 months and $1.0 billion in Q1 2026, up 8% year-over-year at constant currency3.
  • Retail Media Contribution ex-TAC was down (32)% year-over-year at constant currency3, as expected, reflecting the impact of previously communicated scope changes with two specific Retail Media clients. Excluding this impact, Contribution ex-TAC grew 24% in Q1 across the underlying client base.
  • We expanded our DoorDash partnership in Canada and added Hyundai Department Store in APAC, further strengthening our Retail Media footprint.
  • Performance Media Contribution ex-TAC was down (2)% year-over-year at constant currency3.
  • We deployed $31 million of capital for share repurchases in the first three months of 2026.
  • We received overwhelming shareholder support to redomicile from France to Luxembourg, with completion expected in the third quarter of 2026.

___________________________________________________

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

3 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 Q1 2026 was $425 million, gross profit was $223 million and Contribution ex-TAC was $250 million. Net income for Q1 2026 was $9 million, representing $0.15 per share on a diluted basis. Adjusted EBITDA for Q1 2026 was $65 million, resulting in an adjusted diluted EPS of $0.73. As reported, revenue for Q1 decreased (6)%, gross profit decreased (6)% and Contribution ex-TAC decreased (5)%. At constant currency, revenue for Q1 2026 decreased (9)% and Contribution ex-TAC decreased (9)%. Cash flow from operating activities was $48 million in Q1 2026 and Free Cash Flow was $16 million in Q1 2026. As of March 31, 2026, we had $371 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "Our first quarter results reflect strong execution, while our outlook incorporates macro volatility, including geopolitical tensions in the Middle East and the lower marketing budgets for certain large Performance Media U.S. clients so far in the second quarter. We are taking a prudent approach, with a continued focus on execution and cost discipline."

First Quarter 2026 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (6)% year-over-year in Q1 2026, or decreased (9)% at constant currency, to $425 million (Q1 2025: $451 million). Gross profit decreased (6)% year-over-year in Q1 2026 to $223 million (Q1 2025: $237 million). Gross profit as a percentage of revenue, or gross profit margin, was 52% (Q1 2025: 52%). Contribution ex-TAC in the first quarter decreased (5)% year-over-year, or decreased (9)% at constant currency, to $250 million (Q1 2025: $264 million).

  • Retail Media revenue decreased (31)%, or (32)% at constant currency, and Retail Media Contribution ex-TAC decreased (31)%, or (32)% at constant currency, reflecting a $27 million headwind from previously communicated scope changes with two specific Retail Media clients, partially offset by strong growth across the broader retail partner base. Excluding this impact, Contribution ex-TAC grew 24% in Q1 across the underlying client base.
  • Performance Media revenue decreased (2)%, or decreased (6)% at constant currency, and Performance Media Contribution ex-TAC increased 2%, or decreased (2)% at constant currency, reflecting mixed trends in Commerce Growth, continued momentum in our SSP, and improvement in AdTech services.

Net Income and Adjusted Net Income

Net income was $9 million in Q1 2026 (Q1 2025: net income: $40 million). Net income allocated to shareholders of Criteo was $8 million, or $0.15 per share on a diluted basis (Q1 2025: net income allocated to shareholders of $38 million, or $0.66 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $37 million, or $0.73 per share on a diluted basis (Q1 2025: $63 million, or $1.10 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $65 million (Q1 2025: $92 million), reflecting lower Contribution ex-TAC due to the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments in a seasonally low quarter. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 26% (Q1 2025: 35%).

Operating expenses increased 12% year-over-year to $212 million (Q1 2025: $189 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 10% year-over-year to $165 million (Q1 2025: $151 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $48 million in Q1 2026 (Q1 2025: $62 million).

Free Cash Flow was $16 million in Q1 2026 (Q1 2025: $45 million). On a trailing 12-month basis, Free Cash Flow was $181 million.

Cash and cash equivalents, and marketable securities, were $371 million, a $(17) million decrease compared to December 31, 2025, after spending $31 million on share repurchases in the three months ended March 31, 2026.

As of March 31, 2026, the Company had total financial liquidity of approximately $889 million, including $320 million of cash and cash equivalents, $51 million of marketable securities, $468 million available through its revolving credit facility, and $49 million of treasury shares reserved for M&A. Subsequent to March 31, 2026, the Company cancelled 1.9 million of M&A treasury shares in April, representing approximately $39 million.

2026 Business Outlook

The following forward-looking statements reflect Criteo's expectations as of May 6, 2026, including current macro-economic conditions, ongoing geopolitical tensions in the Middle East, and a prudent approach to guidance based on quarter-to-date trends.

Fiscal year 2026 guidance:

  • We now expect Contribution ex-TAC to decrease low-single-digit at constant currency.
  • We continue to expect an Adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC.

Second quarter 2026 guidance:

  • We expect Contribution ex-TAC between $260 million and $264 million, or -11% to -9% year-over-year at constant-currency.
  • We expect Adjusted EBITDA between $67 million and $71 million.

The Company's second 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: a U.S. dollar-euro rate of 0.862, a U.S. dollar-Japanese Yen rate of 154, a U.S. dollar-British Pound rate of 0.750, a U.S. dollar-Korean Won rate of 1,500 and a U.S. dollar-Brazilian Real rate of 5.300.

The above guidance assumes that no acquisitions and dispositions are completed during the second 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.

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 December 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, 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 in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including the redomiciliation from France to Luxembourg (the "Conversion"), materialize as expected; uncertainty regarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies and related uncertainties (such as the imposition and enforceability of 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; 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; 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 for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, and in subsequent Quarterly Reports on Form 10-Q, 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, May 6, 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 intelligence platform that drives performance for brands, agencies, retailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual sales and two decades of AI innovation, Criteo helps companies across the ecosystem make smarter decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With thousands of clients and deep partnerships across global retail and digital commerce, Criteo provides the technology and insights businesses need to compete and grow. 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)

 


March 31, 2026


December 31, 2025

Assets




Current assets:




Cash and cash equivalents

$                319,981


$                342,038

Trade receivables, net of allowances of $ 23.2 million and $ 25.9 million at March 31, 2026 and December 31, 2025, respectively

448,275


582,102

Income taxes

12,985


14,233

Other taxes

61,100


57,050

Marketable securities - current portion

28,348


23,242

Prepaid expenses and other current assets

69,597


53,210

Total current assets

940,286


1,071,875

Property and equipment, net

155,502


139,330

Intangible assets, net

148,724


151,853

Goodwill

532,525


535,761

Right of use assets - operating leases

128,692


134,205

Marketable securities - noncurrent portion

22,996


23,500

Noncurrent financial assets

8,193


8,314

Deferred tax assets

88,355


90,689

Other noncurrent assets

46,777


45,680

    Total noncurrent assets

1,131,764


1,129,332

Total assets

$              2,072,050


$              2,201,207





Liabilities and shareholders' equity




Current liabilities:




Trade payables

$                448,472


$                566,046

Contingencies - current portion

11,390


9,229

Income taxes

21,943


27,528

Financial liabilities - current portion

10,626


11,360

Lease liability - operating - current portion

34,475


33,085

Other taxes

12,820


14,713

Employee - related payables

119,297


114,416

Other current liabilities

78,025


68,277

Total current liabilities

737,048


844,654

Deferred tax liabilities

5,179


5,285

Defined benefit plans

5,725


5,707

Lease liability - operating - noncurrent portion

99,221


105,277

Contingencies - noncurrent portion

23,039


22,729

Other noncurrent liabilities

32,403


31,826

    Total noncurrent liabilities

165,567


170,824

Total liabilities

902,615


1,015,478





Shareholders' equity:




Common shares, €0.025 par value, 55,659,895 and 55,659,895 shares authorized and issued, and 50,098,139 and 51,151,866 outstanding at March 31, 2026  and December 31, 2025, respectively.

1,871


1,871

Treasury stock, 5,561,756 and 4,508,029 shares at cost as of March 31, 2026  and December 31, 2025, respectively.

(126,390)


(120,853)

Additional paid-in capital

698,717


706,321

Accumulated other comprehensive loss

(77,319)


(68,879)

Retained earnings

635,935


630,750

Equity attributable to the shareholders of Criteo S.A.

1,132,814


1,149,210

Noncontrolling interests

36,621


36,519

Total equity

1,169,435


1,185,729

Total equity and liabilities

$              2,072,050


$              2,201,207

 

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

 



Three Months Ended



March 31,



2026


2025






Revenue


$     424,639


$     451,434






Cost of revenue





Traffic acquisition cost


174,271


187,062

Other cost of revenue


27,626


27,396






Gross profit


222,742


236,976






Operating expenses:





Research and development expenses


69,683


60,749

Sales and operations expenses


97,501


88,889

General and administrative expenses


45,158


39,171

Total operating expenses


212,342


188,809

Income from operations


10,400


48,167

Financial and other income


1,873


2,302

Income before taxes


12,273


50,469

Provision for income taxes


3,693


10,458

Net income


$       8,580


$      40,011






Net income available to shareholders of Criteo S.A.


$       7,817


$      37,928

Net income available to noncontrolling interests


$          763


$        2,083






Weighted average shares outstanding used in computing per share amounts:





Basic


50,352,465


53,979,157

Diluted


50,965,933


57,195,898






Net income allocated to shareholders per share:





Basic


$         0.16


$         0.70

Diluted


$         0.15


$         0.66

 

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

 



Three Months Ended



March 31,



2026


2025

Cash flows from operating activities





Net income


$     8,580


$   40,011

Noncash and nonoperating items


40,266


42,630

          - Amortization and provisions


28,569


23,583

          - Equity awards compensation expense


13,347


15,409

          - Gain (Loss) on disposal of and impairment of long-lived assets


(749)


547

          - Change in uncertain tax positions


427


—

          - Change in deferred taxes


2,007


6,888

          - Change in income taxes


(3,692)


(4,288)

          - Other


357


491

Changes in assets and liabilities:


(639)


(20,300)

           - Trade receivables


131,986


163,943

           - Trade payables


(112,841)


(174,331)

           - Other assets


(24,515)


(8,460)

           - Other liabilities


3,828


(145)

           - Operating lease liabilities and right of use assets


903


(1,307)

Net cash provided by operating activities


48,207


62,341

Cash flows from investing activities





Acquisition of intangible assets, property and equipment


(32,848)


(17,091)

Disposal of intangibles assets, property and equipment


641


—

Purchases of investment securities


(17,319)


(11,449)

Maturities and sales of investment securities


11,613


11,002

Net cash used in investing activities


(37,913)


(17,538)

Cash flows from financing activities





Proceeds from exercise of stock options


—


1,845

Repurchase of treasury stocks


(30,969)


(56,168)

Change in other financing activities


(316)


(471)

Net cash used in financing activities


(31,285)


(54,794)

Effect of exchange rates changes on cash and cash equivalents


(1,066)


5,219

Net decrease in cash and cash equivalents and restricted cash


(22,057)


(4,772)

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


342,359


290,943

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


$  320,302


$ 286,171






Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial position





Cash and cash equivalents


$  319,981


$ 285,850

Restricted cash, included in other current assets


$       321


$      321

Total cash, cash equivalents, and restricted cash


$  320,302


$ 286,171






SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION





Cash paid for taxes, net of refunds


$    (4,951)


$   (5,920)

Cash paid for interest


$      (527)


$     (244)

Noncash investing and financing activities





Intangible assets, property and equipment acquired through payables


$   12,204


$    1,621

 

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

 



Three Months Ended



March 31,



2026


2025






CASH FROM OPERATING ACTIVITIES


$   48,207


$   62,341

Acquisition of intangible assets, property and equipment


(32,848)


(17,091)

Disposal of intangible assets, property and equipment


641


—

FREE CASH FLOW (1)


$   16,000


$   45,250

(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 Ended

March 31,

2026

2025




Gross Profit

222,742

236,976




Other Cost of Revenue

27,626

27,396




Contribution ex-TAC (1)

$  250,368

$    264,372

(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)

 



Three Months Ended



March 31,

Segment


2026


2025


YoY
Change


YoY
Change
at
Constant
Currency
(2)

Revenue









Retail Media


$    41,271


$    59,498


(31) %


(32) %

Performance Media


383,368


391,936


(2) %


(6) %

Total


424,639


451,434


(6) %


(9) %










Contribution ex-TAC









Retail Media


40,589


58,790


(31) %


(32) %

Performance Media


209,779


205,582


2 %


(2) %

Total (1)


$   250,368


$   264,372


(5) %


(9) %

(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 to transactions 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



March 31,



2026


2025


YoY

Change

Net income


$       8,580


$     40,011


(79) %

Adjustments:







Financial income


(1,873)


(1,948)


4 %

Provision for income taxes


3,693


10,458


(65) %

Equity related compensation


13,822


15,880


(13) %

Pension service costs


198


183


8 %

Depreciation and amortization expense


28,367


25,693


10 %

Restructuring, integration and transformation costs


10,162


1,871


443 %

Other noncash or nonrecurring events (2)


1,950


—


NM

Total net adjustments


56,319


52,137


8 %

Adjusted EBITDA (1)


$     64,899


$     92,148


(30) %

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

(2) Includes costs related to nonrecurring litigation matters.

 

CRITEO S.A.

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

(U.S. dollars in thousands, unaudited)

 



Three Months Ended



March 31,



2026


2025


YoY
Change

Research and Development expenses


$     69,683


$     60,749


15 %

Equity related compensation


4,889


4,334


13 %

Depreciation and Amortization expense


19,139


16,673


15 %

Pension service costs


116


101


15 %

Restructuring, integration and transformation costs


315


73


332 %

Non-GAAP - Research and Development expenses


45,224


39,568


14 %

Sales and Operations expenses


97,501


88,889


10 %

Equity related compensation


2,952


5,421


(46) %

Depreciation and Amortization expense


1,417


3,339


(58) %

Pension service costs


21


24


(13) %

Restructuring, integration and transformation costs


4,539


66


NM

Non-GAAP - Sales and Operations expenses


88,572


80,039


11 %

General and Administrative expenses


45,158


39,171


15 %

Equity related compensation


5,981


6,125


(2) %

Depreciation and Amortization expense


380


333


14 %

Pension service costs


61


58


5 %

Restructuring, integration and transformation costs


5,308


1,732


206 %

Other noncash or nonrecurring events (2)


1,950


—


NM

Non-GAAP - General and Administrative expenses


31,478


30,923


2 %

Total Operating expenses


212,342


188,809


12 %

Equity related compensation


13,822


15,880


(13) %

Depreciation and Amortization expense


20,936


20,345


3 %

Pension service costs


198


183


8 %

Restructuring, integration and transformation costs


10,162


1,871


443 %

Other noncash or nonrecurring events (2)


1,950


—


NM

Total Non-GAAP Operating expenses (1)


$    165,274


$    150,530


10 %

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

(2) Includes costs related to nonrecurring litigation matters.

 

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



March 31,



2026


2025


YoY
Change








Net income


$      8,580


$     40,011


(79) %

Adjustments:







Equity related compensation


13,822


15,880


(13) %

Amortization of acquisition-related intangible assets


6,635


8,998


(26) %

Restructuring, integration and transformation costs


10,162


1,871


443 %

Other noncash or nonrecurring events (2)


1,950


—


NM

Tax impact of the above adjustments (3)


(4,021)


(3,930)


(2) %

Total net adjustments


28,548


22,819


25 %

Adjusted net income (1)


$     37,128


$     62,830


(41) %








Weighted average shares outstanding







 - Basic


50,352,465


53,979,157



 - Diluted


50,965,933


57,195,898










Adjusted net income per share







 - Basic


$        0.74


$        1.16


(36) %

 - Diluted


$        0.73


$        1.10


(34) %

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

(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 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



March 31,



2026


2025


YoY

Change








Gross Profit as reported


$     222,742


$     236,976


(6) %








Other cost of revenue as reported


27,626


27,396


1 %








Contribution ex-TAC as reported(2)


250,368


264,372


(5) %

Conversion impact U.S. dollar/other currencies


(9,474)


—



Contribution ex-TAC at constant currency


240,894


264,372


(9) %








Traffic acquisition costs as reported


174,271


187,062


(7) %

Conversion impact U.S. dollar/other currencies


(5,692)


—



Traffic acquisition costs at constant currency


168,579


187,062


(10) %








Revenue as reported


424,639


451,434


(6) %

Conversion impact U.S. dollar/other currencies


(15,166)


—



Revenue at constant currency


$     409,473


$     451,434


(9) %

(1) Constant currency measures exclude the impact of foreign currency fluctuations and are 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 the definition of this Non-GAAP metric.

 

CRITEO S.A.

Information on Share Count

(unaudited)

 



Three Months Ended



2026


2025

Shares outstanding as at January 1,


51,151,866


54,277,422

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


(799,401)


(298,265)

Basic number of shares - Basic EPS basis


50,352,465


53,979,157

Dilutive effect of share-based awards - Treasury method


613,468


3,216,741

Diluted number of shares - Diluted EPS basis


50,965,933


57,195,898






Shares issued as at March 31, before Treasury stocks


55,659,895


57,854,895

Treasury stocks as of March 31,


(5,561,756)


(4,285,178)

Shares outstanding as of March 31, after Treasury stocks


50,098,139


53,569,717

 

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

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

 


YoY

Change

QoQ

Change

Q1

2026

Q4

2025

Q3

2025

Q2

2025

Q1

2025

Q4

2024

Q3

2024

Q2

2024

Q1

2024













Clients

(3) %

(2) %

16,528

16,786

16,977

17,142

17,084

17,269

17,162

17,744

17,767













Revenue 

(6) %

(22) %

424,639

541,136

469,660

482,671

451,434

553,035

458,892

471,307

450,055

Americas

(18) %

(34) %

158,629

241,987

201,978

199,797

192,908

274,620

206,816

212,374

198,365

EMEA

6 %

(14) %

175,330

202,901

174,335

185,955

164,861

183,372

161,745

168,496

162,842

APAC

(3) %

(6) %

90,680

96,248

93,347

96,919

93,665

95,043

90,331

90,437

88,848













Revenue

(6) %

(22) %

424,639

541,136

469,660

482,671

451,434

553,035

458,892

471,307

450,055

Retail Media

(31) %

(46) %

41,271

76,347

67,114

60,913

59,498

91,889

60,765

54,777

50,872

Performance Media

(2) %

(18) %

383,368

464,789

402,546

421,758

391,936

461,146

398,127

416,530

399,183













TAC

(7) %

(17) %

174,271

211,094

181,526

190,602

187,062

218,636

192,789

204,214

196,167

Retail Media

(4) %

(61) %

682

1,727

849

904

708

1,661

1,182

911

703

Performance Media

(7) %

(17) %

173,589

209,367

180,677

189,698

186,354

216,975

191,607

203,303

195,464













Contribution ex-TAC (1)

(5) %

(24) %

250,368

330,042

288,134

292,069

264,372

334,399

266,103

267,093

253,888

Retail Media

(31) %

(46) %

40,589

74,620

66,265

60,009

58,790

90,228

59,583

53,866

50,169

Performance Media

2 %

(18) %

209,779

255,422

221,869

232,060

205,582

244,171

206,520

213,227

203,719













Cash flow from (used for) operating activities 

(23) %

(70) %

48,207

160,688

89,600

(1,397)

62,341

169,454

57,503

17,187

14,017













Capital expenditures

88 %

22 %

32,207

26,495

22,258

34,882

17,091

23,394

18,899

21,119

13,224













Net cash position

12 %

(6) %

320,302

342,359

255,335

206,024

286,171

290,943

283,990

291,698

341,862













Headcount

1 %

(3) %

3,553

3,649

3,650

3,621

3,533

3,507

3,504

3,498

3,559













Days Sales Outstanding (days - end of month)

(8) days

3 days

60

57

64

65

68

62

65

64

66

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

 

Cision View original content:https://www.prnewswire.com/news-releases/criteo-reports-first-quarter-2026-results-302763512.html

SOURCE Criteo Corp