Exhibit 99.1
criteologo2021.jpg
CRITEO REPORTS STRONG SECOND QUARTER 2025 RESULTS

Raises Full Year 2025 Outlook
Deployed $104 Million to Repurchase Shares in the First Half of 2025


NEW YORK - July 30, 2025 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, today announced financial results for the second quarter ended June 30, 2025.

Second Quarter 2025 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and six months ended June 30, 2025:

Three Months EndedSix Months Ended
June 30,June 30,
20252024YoY Change20252024YoY Change
(in millions, except EPS data)
GAAP Results
Revenue$483$4712%$934$9211%
Gross Profit$259$23311%$495$45010%
Net Income
$23$28(18)%$63$3772%
Gross Profit margin54%49%5ppt53%49%4 ppt
Diluted EPS$0.39$0.46(15)%$1.05$0.5881%
Cash from operating activities$(1)$17(108)%$61$3195%
Cash and cash equivalents$206$217(5)%$206$217(5)%
Non-GAAP Results1
Contribution ex-TAC$292$2679%$556$5217%
Adjusted EBITDA$89$93(4)%$182$16411%
Adjusted diluted EPS$0.92$1.08(15)%$2.02$1.887%
Free Cash Flow (FCF)$(36)$(4)(823)%$9$(3)386%
FCF / Adjusted EBITDA(41)%(4)%(37)ppt5%(2)%7 ppt

"Our second quarter results highlight disciplined execution and a solid foundation for the future,” said Michael Komasinski, Chief Executive Officer of Criteo. “We are building a unified, outcome-based advertising platform for the next decade of commerce, anchored on AI innovation, to deliver long-term value for clients, partners, and shareholders.”

Operating Highlights

Criteo's media spend2 was $4.3 billion in the last 12 months and $1.0 billion in Q2 2025, flat year-over-year at constant currency3.
Retail Media Contribution ex-TAC grew 11% year-over-year at constant currency3 and same-retailer Contribution ex-TAC4 retention for Retail Media was 112%.
We expanded our platform adoption to 4,000 brands and added new retailers, including Thermo Fisher, BJ's Wholesale Club, and grocers Weis Markets, Winn-Dixie, and Harveys Supermarkets via our digital commerce partner Mercatus in the U.S.
We launched our Auction-Based Display technology, bringing programmatic flexibility into Retail Media environments.
We launched a global integration with Mirakl Ads to unlock mid-to-long-tail activation and accelerate marketplace revenue growth.
Performance Media Contribution ex-TAC was up 6% year-over-year at constant currency3.
We signed a global Commerce Media partnership with dentsu, a leading global marketing and advertising agency network, marking the first time a holding company will leverage our complete Commerce Media Platform stack.
We renewed and expanded our multi-year global partnership with another major holding company, now including all of our platform’s powerful commerce solutions.
We deployed $104 million of capital for share repurchases in the first half of 2025.
Todd Parsons has been promoted to Chief Product Officer and President, Performance Media, and Sherry Smith to President, Retail Media.
1


Stefanie Jay was appointed to the Company's Board of Directors at the 2025 Annual General Meeting of Shareholders.





































































___________________________________________________
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 the media spend activated on behalf of our Retail Media clients and our 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.
4 Same-retailer Contribution ex-TAC retention is the Contribution ex-TAC generated by clients that were live with us in a given quarter and are still live with us in the same quarter in the following year.

2


Financial Summary

Revenue for Q2 2025 was $483 million, gross profit was $259 million and Contribution ex-TAC was $292 million. Net income for Q2 2025 was $23 million. This represents $0.39 per share on a diluted basis. Adjusted EBITDA for Q2 2025 was $89 million, resulting in an adjusted diluted EPS of $0.92. As reported, revenue for Q2 increased 2%, gross profit increased 11% and Contribution ex-TAC increased 9%. At constant currency, revenue for Q2 2025 was flat and Contribution ex-TAC increased 7%. Cash flow from operating activities was $(1) million in Q2 2025 and Free Cash Flow was $(36) million in Q2 2025. As of June 30, 2025, we had $241 million in cash and marketable securities on our balance sheet.
Sarah Glickman, Chief Financial Officer, said, “Our second quarter results reflect the strength of our diversified offering and global client base. We are raising our full-year 2025 guidance and remain confident in our business strategy, as demonstrated by the deployment of $104 million for share repurchases in the first half of 2025.”

Second Quarter 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue increased 2% year-over-year in Q2 2025, or was flat at constant currency, to $483 million (Q2 2024: $471 million). Gross profit increased 11% year-over-year in Q2 2025 to $259 million (Q2 2024: $233 million). Gross profit as a percentage of revenue, or gross profit margin, was 54% (Q2 2024: 49%). Contribution ex-TAC in the second quarter increased 9% year-over-year, or increased 7% at constant currency, to $292 million (Q2 2024: $267 million).

Retail Media revenue increased 11%, or 11% at constant currency, reflecting continued strength in Retail Media onsite. Retail Media Contribution ex-TAC increased 11%, or 11% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform.
Performance Media revenue increased 1%, or decreased (1)% at constant currency, and Performance Media Contribution ex-TAC increased 9%, or 6% at constant currency, driven by the traction of our suite of commerce solutions helping advertisers drive measurable performance across the entire buyer journey, partially offset by lower AdTech services.

Net Income and Adjusted Net Income

Net income was $23 million in Q2 2025 (Q2 2024: net income: $28 million). Net income allocated to shareholders of Criteo was $21 million, or $0.39 per share on a diluted basis (Q2 2024: net income allocated to shareholders of $27 million, or $0.46 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $51 million, or $0.92 per share on a diluted basis (Q2 2024: $64 million, or $1.08 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $89 million, representing a decrease of (4)% year-over-year (Q2 2024: $93 million). This was driven by planned growth investments, including investments in our people and marketing events, partially offset by higher Contribution ex-TAC over the period. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 31% (Q2 2024: 35%).

Operating expenses increased 16% year-over-year to $228 million (Q2 2024: $196 million), mostly driven by planned growth investments and the accelerated amortization of intangible assets. Non-GAAP operating expenses increased 18% year-over-year to $175 million (Q2 2024: $149 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $(1) million in Q2 2025 (Q2 2024: $17 million).

Free Cash Flow, defined as cash flow from operating activities less acquisition and disposals of intangible assets, property and equipment was $(36) million in Q2 2025: (Q2 2024: $(4) million). On a trailing 12-month basis, Free Cash Flow was $194 million.

Cash and cash equivalents, and marketable securities, were $241 million, a $(91) million decrease compared to December 31, 2024, after spending $(104) million on share repurchases in the six months ended June 30, 2025.

As of June 30, 2025, the Company had total financial liquidity of approximately $746 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.




3


2025 Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of July 30, 2025.

Fiscal year 2025 guidance:
We now expect Contribution ex-TAC to grow +3% to +4% at constant currency, compared to our previous guidance of low-single-digit growth at constant currency.
Adjusted EBITDA margin of approximately 33% to 34% of Contribution ex-TAC.

Third quarter 2025 guidance:
Contribution ex-TAC between $277 million and $283 million, or +5% to +7% year-over-year at constant-currency.
Adjusted EBITDA between $81 million and $87 million.

The above guidance for the third quarter and fiscal year ending December 31, 2025 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.909, a U.S. dollar-Japanese Yen rate of 150, a U.S. dollar-British Pound rate of 0.776, a U.S. dollar-Korean Won rate of 1,411 and a U.S. dollar-Brazilian Real rate of 5.81.

The above guidance assumes that no additional acquisitions are completed during the third quarter of 2025.

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.

4


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, 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, 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 acquisition of intangible assets, property, plant and equipment and change in accounts payable related to 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 equity related compensation, which includes employee equity awards compensation and director fees for share purchases, amortization of acquisition-related assets, certain restructuring, integration and transformation costs, certain acquisition costs, 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.


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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, 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 September 30, 2025 and the year ending December 31, 2025, 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 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, the impact of consumer resistance to the collection and sharing of data, our ability to access data through 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 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 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.

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.



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Conference Call Information

Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, July 30, 2025, 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 platform connecting the commerce ecosystem for brands, agencies, retailers, and media owners. Its AI-powered advertising platform has unique access to more than $1 trillion in annual commerce sales—powering connections with shoppers, inspiring discovery, and enabling highly personalized experiences. With thousands of clients and partnerships spanning global retail to digital commerce, Criteo delivers the technology, tools, and insights businesses need to drive performance and growth. For more information, please visit www.criteo.com.

Contacts

Criteo Investor Relations
Melanie Dambre, m.dambre@criteo.com

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

Financial information to follow

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CRITEO S.A.
Consolidated Statement of Financial Position
(U.S. dollars in thousands, unaudited)

June 30, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$205,703 $290,693 
Trade receivables, net of allowances of $ 26.7 million and $ 28.6 million at June 30, 2025 and December 31, 2024, respectively
667,763 800,859 
Income taxes24,180 1,550 
Other taxes58,849 53,883 
Other current assets51,617 50,887 
Marketable securities - current portion17,884 26,242 
Total current assets1,025,996 1,224,114 
Property and equipment, net
126,359 107,222 
Intangible assets, net160,098 158,384 
Goodwill534,901 515,188 
Right of Use Asset - operating lease113,846 99,468 
Marketable securities - noncurrent portion17,580 15,584 
Noncurrent financial assets
5,378 4,332 
Other noncurrent assets
59,830 61,151 
Deferred tax assets70,147 81,006 
    Total noncurrent assets
1,088,139 1,042,335 
Total assets$2,114,135 $2,266,449 
Liabilities and shareholders' equity
Current liabilities:
Trade payables$628,833 $802,524 
Contingencies - current portion4,174 1,882 
Income taxes8,796 34,863 
Financial liabilities - current portion13,096 3,325 
Lease liability - operating - current portion29,051 25,812 
Other taxes17,106 19,148 
Employee - related payables89,779 109,227 
Other current liabilities42,713 49,819 
Total current liabilities833,548 1,046,600 
Deferred tax liabilities4,550 4,067 
Defined benefit plans5,471 4,709 
Financial liabilities - noncurrent portion335 297 
Lease liability - operating - noncurrent portion88,459 77,584 
Contingencies - noncurrent portion31,688 31,939 
Other noncurrent liabilities
22,560 20,156 
    Total noncurrent liabilities
153,063 138,752 
Total liabilities986,611 1,185,352 
Shareholders' equity:
Common shares, €0.025 par value, 57,854,895 and 57,744,839 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024, respectively.
1,933 1,931 
Treasury stock, 5,527,535 and 3,467,417 shares at cost as of June 30, 2025 and December 31, 2024, respectively.
(190,834)(125,298)
Additional paid-in capital715,243 709,580 
Accumulated other comprehensive loss
(64,451)(108,768)
Retained earnings627,084 571,744 
Equity attributable to the shareholders of Criteo S.A.
1,088,975 1,049,189 
Noncontrolling interests
38,549 31,908 
Total equity1,127,524 1,081,097 
Total equity and liabilities$2,114,135 $2,266,449 


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CRITEO S.A.
Consolidated Statement of Operations
(U.S. dollars in thousands, except share and per share data, unaudited)
Three Months EndedSix Months Ended
June 30,June 30,
2025202420252024
Revenue$482,671 $471,307 $934,105 $921,362 
Cost of revenue
Traffic acquisition cost190,602 204,214 377,664 400,381 
Other cost of revenue33,551 34,248 60,947 70,913 
Gross profit258,518 232,845 495,494 450,068 
Operating expenses:
Research and development expenses79,610 59,639 140,359 126,497 
Sales and operations expenses108,215 95,069 197,104 187,911 
General and administrative expenses40,238 41,199 79,409 88,368 
Total operating expenses
228,063 195,907 416,872 402,776 
Income from operations
30,455 36,938 78,622 47,292 
Financial and other income (expense)
(1,801)(284)501 897 
Income before taxes
28,654 36,654 79,123 48,189 
Provision for income taxes5,734 8,595 16,192 11,564 
Net income
$22,920 $28,059 $62,931 $36,625 
Net income available to shareholders of Criteo S.A.
$21,250 $26,987 $59,178 $34,231 
Net income available to noncontrolling interests
$1,670 $1,072 $3,753 $2,394 
Weighted average shares outstanding used in computing per share amounts:
Basic52,986,068 54,684,560 53,480,338 54,915,140 
Diluted55,133,569 58,974,186 56,162,459 59,151,582 
Net income allocated to shareholders per share:
Basic$0.40 $0.49 $1.11 $0.62 
Diluted$0.39 $0.46 $1.05 $0.58 

9


CRITEO S.A.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
2025202420252024
Cash flows from operating activities
Net income$22,920 $28,059 $62,931 $36,625 
Noncash and nonoperating items28,238 22,413 70,868 82,574 
          - Amortization and provisions36,902 21,089 60,485 46,324 
          - Equity awards compensation expense20,059 20,686 37,194 47,978 
          - Net (gain) or loss on disposal of noncurrent assets41 574 41 574 
          - Change in uncertain tax positions(289)875 (289)1,757 
          - Net change in fair value of earn-out— (50)— 3,187 
          - Change in deferred taxes5,547 4,915 12,435 8,089 
          - Change in income taxes(39,907)(26,165)(44,195)(28,420)
          - Other5,885 489 5,197 3,085 
Changes in assets and liabilities:(52,555)(33,285)(72,855)(87,995)
           - Trade receivables(2,564)(21,536)161,379 136,520 
           - Trade payables(28,910)8,711 (203,241)(193,210)
           - Other current assets20,908 10,333 12,448 3,743 
           - Other current liabilities(42,783)(28,703)(42,928)(32,236)
           - Change in operating lease liabilities and right of use assets794 (2,090)(513)(2,812)
Net cash provided by operating activities(1,397)17,187 60,944 31,204 
Cash flows from investing activities
Acquisition of intangible assets, property and equipment(35,292)(21,229)(52,342)(35,073)
Disposal of intangibles assets, property and equipment410110369 730 
Payment for business, net of cash acquired— (527)
Purchases of marketable securities(5,949)(153)(17,398)(824)
Maturities and sales of marketable securities16,6441427,646 537 
Net cash used in investing activities(24,187)(21,258)(41,725)(35,157)
Cash flows from financing activities
Proceeds from exercise of stock options52 812 1,897 1,207 
Repurchase of treasury stocks(48,328)(40,352)(104,496)(102,495)
Change in other financing activities(73)(378)(544)(810)
Net cash used in financing activities(48,349)(39,918)(103,143)(102,098)
Effect of exchange rates changes on cash and cash equivalents(6,214)(6,175)(995)(13,507)
Net decrease in cash and cash equivalents and restricted cash(80,147)(50,164)(84,919)(119,558)
Net cash and cash equivalents and restricted cash at the beginning of the period286,171 341,862 290,943 411,257 
Net cash and cash equivalents and restricted cash at the end of the period$206,024 $291,698 $206,024 $291,698 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds$(40,383)$(23,403)$(48,241)$(24,571)
Cash paid for interest$(344)$(326)$(588)$(653)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables$4,633 $5,146 $4,633 $5,146 

10


CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
2025202420252024
CASH FROM OPERATING ACTIVITIES
$(1,397)$17,187 $60,944 $31,204 
Acquisition of intangible assets, property and equipment
(35,292)(21,229)(52,342)(35,073)
Disposal of intangible assets, property and equipment
410 110 369 730 
FREE CASH FLOW (1)
$(36,279)$(3,932)$8,971 $(3,139)


(1) Free Cash Flow is defined as cash flow from operating activities less acquisition and disposition of intangible assets, property and equipment.
11


CRITEO S.A.
Reconciliation of Contribution ex-TAC to Gross Profit
(U.S. dollars in thousands, unaudited)


Three Months EndedSix Months Ended
June 30,June 30,
2025202420252024
Gross Profit258,518 232,845 495,494 450,068 
Other Cost of Revenue33,551 34,248 60,947 70,913 
Contribution ex-TAC (1)
$292,069 $267,093 $556,441 $520,981 




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


















































































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CRITEO S.A.
Segment Information
(U.S. dollars in thousands, unaudited)


Three Months EndedSix Months Ended
June 30,June 30,
Segment20252024YoY Change
YoY Change at Constant Currency (2)
20252024YoY Change
YoY Change at Constant Currency (2)
Revenue
Retail Media
$60,913 $54,777 11 %11 %$120,411 $105,649 14 %14 %
Performance Media
421,758 416,530 %(1)%813,694 815,713 — %— %
Total482,671 471,307 2 % %934,105 921,362 1 %1 %
Contribution ex-TAC
Retail Media60,009 53,866 11 %11 %118,799 104,035 14 %15 %
Performance Media232,060 213,227 %%437,642 416,946 %%
Total (1)
$292,069 $267,093 9 %7 %$556,441 $520,981 7 %7 %



(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.
13


CRITEO S.A.
Reconciliation of Adjusted EBITDA to Net Income
(U.S. dollars in thousands, unaudited)


Three Months EndedSix Months Ended
June 30,June 30,
20252024YoY
Change
20252024YoY
Change
Net income$22,920 $28,059 (18)%$62,931 $36,625 72 %
Adjustments:
Financial income1,796 284 532 %(152)(897)83 %
Provision for income taxes5,734 8,595 (33)%16,192 11,564 40 %
Equity related compensation21,543 21,877 (2)%37,423 49,168 (24)%
Pension service costs195 172 13 %378 344 10 %
Depreciation and amortization expense(2)
35,764 25,077 43 %61,457 49,995 23 %
Restructuring, integration and transformation costs
556 9,366 (94)%2,427 17,309 (86)%
Other noncash or nonrecurring events (2)
872 — NM872 — NM
Total net adjustments66,460 65,371 2 %118,597 127,484 (7)%
Adjusted EBITDA (1)
$89,380 $93,430 (4)%$181,528 $164,109 11 %

(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.
14


CRITEO S.A.
Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
20252024YoY Change20252024YoY Change
Research and Development expenses$79,610 $59,639 33 %$140,359 $126,497 11 %
Equity related compensation
5,398 9,059 (40)%9,732 23,653 (59)%
Depreciation and Amortization expense (2)
25,739 12,275 110 %42,412 24,603 72 %
Pension service costs109 90 21 %210 181 16 %
Restructuring, integration and transformation costs16 2,237 (99)%89 2,708 (97)%
Other noncash or nonrecurring events872 — NM872 — NM
Non-GAAP - Research and Development expenses47,476 35,978 32 %87,044 75,352 16 %
Sales and Operations expenses108,215 95,069 14 %197,104 187,911 %
Equity related compensation
7,354 5,334 38 %12,775 11,061 15 %
Depreciation and Amortization expense3,574 3,137 14 %6,913 6,370 %
Pension service costs24 26 (8)%48 52 (8)%
Restructuring, integration and transformation costs(12)4,144 (100)%54 4,639 (99)%
Non-GAAP - Sales and Operations expenses97,275 82,428 18 %177,314 165,789 %
General and Administrative expenses40,238 41,199 (2)%79,409 88,368 (10)%
Equity related compensation
8,791 7,483 17 %14,916 14,454 %
Depreciation and Amortization expense350 435 (20)%683 888 (23)%
Pension service costs62 56 11 %120 111 %
Restructuring, integration and transformation costs552 2,984 (82)%2,284 9,962 (77)%
Non-GAAP - General and Administrative expenses30,483 30,241 %61,406 62,953 (2)%
Total Operating expenses228,063 195,907 16 %416,872 402,776 %
Equity related compensation
21,543 21,877 (2)%37,423 49,168 (24)%
Depreciation and Amortization expense 29,663 15,847 87 %50,008 31,861 57 %
Pension service costs195 172 13 %378 344 10 %
Restructuring, integration and transformation costs556 9,365 (94)%2,427 17,309 (86)%
Other noncash or nonrecurring events872 — NM872 — NM
Total Non-GAAP Operating expenses (1)
175,234 $148,646 18 %325,764 304,094 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.
15


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 EndedSix Months Ended
June 30,June 30,
20252024YoY Change20252024YoY Change
Net income
$22,920 $28,059 (18)%$62,931 $36,625 72 %
Adjustments:
Equity related compensation21,543 21,877 (2)%37,423 49,168 (24)%
Amortization of acquisition-related intangible assets9,637 8,613 12 %18,635 17,292 %
Restructuring related and transformation costs556 9,366 (94)%2,427 17,309 (86)%
Other noncash or nonrecurring events (2)
872 — NM872 — NM
Tax impact of the above adjustments (3)
(4,739)(4,198)(13)%(8,669)(9,186)%
Total net adjustments27,869 35,658 (22)%50,688 74,583 (32)%
Adjusted net income (1)
$50,789 $63,717 (20)%$113,619 $111,208 2 %
Weighted average shares outstanding
 - Basic52,986,068 54,684,560 53,480,338 54,915,140 
 - Diluted55,133,569 58,974,186 56,162,459 59,151,582 
Adjusted net income per share
 - Basic$0.96 $1.17 (18)%$2.12 $2.03 %
 - Diluted$0.92 $1.08 (15)%$2.02 $1.88 %



(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) 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.

16


CRITEO S.A.
Constant Currency Reconciliation(1)
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
20252024YoY
Change
20252024YoY
Change
Gross Profit as reported$258,518 $232,845 11 %$495,494 $450,068 10 %
Other cost of revenue as reported33,551 34,248 (2)%60,947 70,913 (14)%
Contribution ex-TAC as reported(2)
292,069 267,093 %556,441 520,981 %
Conversion impact U.S. dollar/other currencies(6,137)— 59 
Contribution ex-TAC at constant currency285,932 267,093 %556,500 520,981 %
Traffic acquisition costs as reported190,602 204,214 (7)%377,664 400,381 (6)%
Conversion impact U.S. dollar/other currencies(3,810)— 577 
Traffic acquisition costs at constant currency186,792 204,214 (9)%378,241 400,381 (6)%
Revenue as reported482,671 471,307 %934,105 921,362 %
Conversion impact U.S. dollar/other currencies(9,947)— 636 
Revenue at constant currency$472,724 $471,307 — %$934,741 $921,362 %


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


17


CRITEO S.A.
Information on Share Count
(unaudited)

Six Months Ended
20252024
Shares outstanding as at January 1,54,277,42255,765,091
Weighted average number of shares issued during the period(797,084)(849,951)
Basic number of shares - Basic EPS basis53,480,33854,915,140
Dilutive effect of share-based awards - Treasury method
2,682,1214,236,442 
Diluted number of shares - Diluted EPS basis56,162,45959,151,582
Shares issued as at June 30, before Treasury stocks
57,854,89559,063,486
Treasury stocks as of June 30,
(5,527,535)(4,461,517)
Shares outstanding as of June 30, after Treasury stocks
52,327,36054,601,969
Total dilutive effect of share-based awards
6,484,3937,618,460
Fully diluted shares as at June 30,
58,811,75362,220,429
































18


CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated, unaudited)

YoY
Change
QoQ
Change
Q2
2025
Q1
2025
Q4
2024
Q3
2024
Q2
2024
Q1
2024
Q4
2023
Q3
2023
Q2
2023
Clients(3)%—%17,14217,08417,26917,16217,74417,76718,19718,42318,646
Revenue 2%7%482,671451,434553,035458,892471,307450,055566,302469,193468,934
Americas(6)%4%199,797192,908274,620206,816212,374198,365280,597219,667208,463
EMEA10%13%185,955164,861183,372161,745168,496162,842189,291158,756163,969
APAC7%3%96,91993,66595,04390,33190,43788,84896,41490,77096,502
Revenue2%7%482,671451,434553,035458,892471,307450,055566,302469,193468,934
Retail Media11%2%60,91359,49891,88960,76554,77750,87276,58349,81344,590
Performance Media1%8%421,758391,936461,146398,127416,530399,183489,719419,380424,344
TAC(7)%2%190,602187,062218,636192,789204,214196,167249,926223,798228,717
Retail Media (1)%28%9047081,6611,1829117032,4291,3771,072
Performance Media(7)%2%189,698186,354216,975191,607203,303195,464247,497222,421227,645
Contribution ex-TAC (1)
9%10%292,069264,372334,399266,103267,093253,888316,376245,395240,217
Retail Media 11%2%60,00958,79090,22859,58353,86650,16974,15448,43643,518
Performance Media9%13%232,060205,582244,171206,520213,227203,719242,222196,959196,699
Cash flow from operating activities (108)%(102)%(1,397)62,341169,45457,50317,18714,017161,34019,6141,328
Capital expenditures65%104%34,88217,09123,39418,89921,11913,22419,72415,84945,519
Net cash position (29)%(28)%206,024286,171290,943283,990291,698341,862411,257269,857298,183
Headcount4%2%3,6213,5333,5073,5043,4983,5593,5633,4873,514
Days Sales Outstanding (days - end of month) (2)
(1) days3 days656862656466586169

(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) From September 2023, we have amended the calculation of Days Sales Outstanding to consider the Iponweb acquisition. Days Sales Outstanding excluding Iponweb would have been 71 days for the same period.
19