CRITEO REPORTS STRONG SECOND QUARTER 2025 RESULTS

Raises Full Year 2025 OutlookDeployed $104 Million to Repurchase Shares in the First Half of 2025 , /PRNewswire/ -- 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 Ended Six Months Ended June 30, June 30, 2025 2024 YoY Change 2025 2024 YoY Change (in millions, except EPS data) GAAP Results Revenue $483 $471 2 % $934 $921 1 % Gross Profit $259 $233 11 % $495 $450 10 % Net Income $23 $28 (18) % $63 $37 72 % Gross Profit margin 54 % 49 % 5ppt 53 % 49 % 4 ppt Diluted EPS $0.39 $0.46 (15) % $1.05 $0.58 81 % Cash from operating activities $(1) $17 (108) % $61 $31 95 % Cash and cash equivalents $206 $217 (5) % $206 $217 (5) % Non-GAAP Results1 Contribution ex-TAC $292 $267 9 % $556 $521 7 % Adjusted EBITDA $89 $93 (4) % $182 $164 11 % Adjusted diluted EPS $0.92 $1.08 (15) % $2.02 $1.88 7 % Free Cash Flow (FCF) $(36) $(4) (823) % $9 $(3) 386 % FCF / Adjusted EBITDA (41) % (4) % (37)ppt 5 % (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. 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. 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. 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. 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. 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. 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 RelationsMelanie Dambre, [email protected] Criteo Public RelationsJessica Meyers, [email protected] Financial information to follow CRITEO S.A. Consolidated Statement of Financial Position (U.S. dollars in thousands, unaudited) June 30, 2025 December 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 taxes 24,180 1,550 Other taxes 58,849 53,883 Other current assets 51,617 50,887 Marketable securities - current portion 17,884 26,242 Total current assets 1,025,996 1,224,114 Property and equipment, net 126,359 107,222 Intangible assets, net 160,098 158,384 Goodwill 534,901 515,188 Right of Use Asset - operating lease 113,846 99,468 Marketable securities - noncurrent portion 17,580 15,584 Noncurrent financial assets 5,378 4,332 Other noncurrent assets 59,830 61,151 Deferred tax assets 70,147 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 portion 4,174 1,882 Income taxes 8,796 34,863 Financial liabilities - current portion 13,096 3,325 Lease liability - operating - current portion 29,051 25,812 Other taxes 17,106 19,148 Employee - related payables 89,779 109,227 Other current liabilities 42,713 49,819 Total current liabilities 833,548 1,046,600 Deferred tax liabilities 4,550 4,067 Defined benefit plans 5,471 4,709 Financial liabilities - noncurrent portion 335 297 Lease liability - operating - noncurrent portion 88,459 77,584 Contingencies - noncurrent portion 31,688 31,939 Other noncurrent liabilities 22,560 20,156 Total noncurrent liabilities 153,063 138,752 Total liabilities 986,611 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 capital 715,243 709,580 Accumulated other comprehensive loss (64,451) (108,768) Retained earnings 627,084 571,744 Equity attributable to the shareholders of Criteo S.A. 1,088,975 1,049,189 Noncontrolling interests 38,549 31,908 Total equity 1,127,524 1,081,097 Total equity and liabilities $ 2,114,135 $ 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 Six Months Ended June 30, June 30, 2025 2024 2025 2024 Revenue $ 482,671 $ 471,307 $ 934,105 $ 921,362 Cost of revenue Traffic acquisition cost 190,602 204,214 377,664 400,381 Other cost of revenue 33,551 34,248 60,947 70,913 Gross profit 258,518 232,845 495,494 450,068 Operating expenses: Research and development expenses 79,610 59,639 140,359 126,497 Sales and operations expenses 108,215 95,069 197,104 187,911 General and administrative expenses 40,238 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 taxes 5,734 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: Basic 52,986,068 54,684,560 53,480,338 54,915,140 Diluted 55,133,569 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 CRITEO S.A. Consolidated Statement of Cash Flows (U.S. dollars in thousands, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Cash flows from operating activities Net income $ 22,920 $ 28,059 $ 62,931 $ 36,625 Noncash and nonoperating items 28,238 22,413 70,868 82,574 - Amortization and provisions 36,902 21,089 60,485 46,324 - Equity awards compensation expense 20,059 20,686 37,194 47,978 - Net (gain) or loss on disposal of noncurrent assets 41 574 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 taxes 5,547 4,915 12,435 8,089 - Change in income taxes (39,907) (26,165) (44,195) (28,420) - Other 5,885 489 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 assets 20,908 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 assets 794 (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 equipment 410 110 369 730 Payment for business, net of cash acquired — — — (527) Purchases of marketable securities (5,949) (153) (17,398) (824) Maturities and sales of marketable securities 16,644 14 27,646 537 Net cash used in investing activities (24,187) (21,258) (41,725) (35,157) Cash flows from financing activities Proceeds from exercise of stock options 52 812 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 period 286,171 341,862 290,943 411,257 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 CRITEO S.A. Reconciliation of Cash from Operating Activities to Free Cash Flow (U.S. dollars in thousands, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 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. CRITEO S.A. Reconciliation of Contribution ex-TAC to Gross Profit (U.S. dollars in thousands, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Gross Profit 258,518 232,845 495,494 450,068 Other Cost of Revenue 33,551 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. CRITEO S.A. Segment Information (U.S. dollars in thousands, unaudited) Three Months Ended Six Months Ended June 30, June 30, Segment 2025 2024 YoY Change YoY Change at Constant Currency (2) 2025 2024 YoY 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 % (1) % 813,694 815,713 — % — % Total 482,671 471,307 2 % — % 934,105 921,362 1 % 1 % Contribution ex-TAC Retail Media 60,009 53,866 11 % 11 % 118,799 104,035 14 % 15 % Performance Media 232,060 213,227 9 % 6 % 437,642 416,946 5 % 5 % 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. CRITEO S.A. Reconciliation of Adjusted EBITDA to Net Income (U.S. dollars in thousands, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 YoY Change 2025 2024 YoY Change Net income $ 22,920 $ 28,059 (18) % $ 62,931 $ 36,625 72 % Adjustments: Financial income 1,796 284 532 % (152) (897) 83 % Provision for income taxes 5,734 8,595 (33) % 16,192 11,564 40 % Equity related compensation 21,543 21,877 (2) % 37,423 49,168 (24) % Pension service costs 195 172 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 — NM 872 — NM Total net adjustments 66,460 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. CRITEO S.A. Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP (U.S. dollars in thousands, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 YoY Change 2025 2024 YoYChange 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 costs 109 90 21 % 210 181 16 % Restructuring, integration and transformation costs 16 2,237 (99) % 89 2,708 (97) % Other noncash or nonrecurring events 872 — NM 872 — NM Non-GAAP - Research and Development expenses 47,476 35,978 32 % 87,044 75,352 16 % Sales and Operations expenses 108,215 95,069 14 % 197,104 187,911 5 % Equity related compensation 7,354 5,334 38 % 12,775 11,061 15 % Depreciation and Amortization expense 3,574 3,137 14 % 6,913 6,370 9 % Pension service costs 24 26 (8) % 48 52 (8) % Restructuring, integration and transformation costs (12) 4,144 (100) % 54 4,639 (99) % Non-GAAP - Sales and Operations expenses 97,275 82,428 18 % 177,314 165,789 7 % General and Administrative expenses 40,238 41,199 (2) % 79,409 88,368 (10) % Equity related compensation 8,791 7,483 17 % 14,916 14,454 3 % Depreciation and Amortization expense 350 435 (20) % 683 888 (23) % Pension service costs 62 56 11 % 120 111 8 % Restructuring, integration and transformation costs 552 2,984 (82) % 2,284 9,962 (77) % Non-GAAP - General and Administrative expenses 30,483 30,241 1 % 61,406 62,953 (2) % Total Operating expenses 228,063 195,907 16 % 416,872 402,776 3 % 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 costs 195 172 13 % 378 344 10 % Restructuring, integration and transformation costs 556 9,365 (94) % 2,427 17,309 (86) % Other noncash or nonrecurring events 872 — NM 872 — 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. CRITEO S.A. Reconciliation of Adjusted Net Income to Net Income (Loss) (U.S. dollars in thousands except share and per share data, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 YoY Change 2025 2024 YoY Change Net income $ 22,920 $ 28,059 (18) % $ 62,931 $ 36,625 72 % Adjustments: Equity related compensation 21,543 21,877 (2) % 37,423 49,168 (24) % Amortization of acquisition-related intangible assets 9,637 8,613 12 % 18,635 17,292 8 % Restructuring related and transformation costs 556 9,366 (94) % 2,427 17,309 (86) % Other noncash or nonrecurring events (2) 872 — NM 872 — NM Tax impact of the above adjustments (3) (4,739) (4,198) (13) % (8,669) (9,186) 6 % Total net adjustments 27,869 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 - Basic 52,986,068 54,684,560 53,480,338 54,915,140 - Diluted 55,133,569 58,974,186 56,162,459 59,151,582 Adjusted net income per share - Basic $ 0.96 $ 1.17 (18) % $ 2.12 $ 2.03 4 % - Diluted $ 0.92 $ 1.08 (15) % $ 2.02 $ 1.88 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 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. CRITEO S.A. Constant Currency Reconciliation(1) (U.S. dollars in thousands, unaudited) Three Months Ended Six Months Ended June 30, June 30, 2025 2024 YoY Change 2025 2024 YoY Change Gross Profit as reported $ 258,518 $ 232,845 11 % $ 495,494 $ 450,068 10 % Other cost of revenue as reported 33,551 34,248 (2) % 60,947 70,913 (14) % Contribution ex-TAC as reported(2) 292,069 267,093 9 % 556,441 520,981 7 % Conversion impact U.S. dollar/other currencies (6,137) — 59 Contribution ex-TAC at constant currency 285,932 267,093 7 % 556,500 520,981 7 % Traffic acquisition costs as reported 190,602 204,214 (7) % 377,664 400,381 (6) % Conversion impact U.S. dollar/other currencies (3,810) — 577 Traffic acquisition costs at constant currency 186,792 204,214 (9) % 378,241 400,381 (6) % Revenue as reported 482,671 471,307 2 % 934,105 921,362 1 % Conversion impact U.S. dollar/other currencies (9,947) — 636 Revenue at constant currency $ 472,724 $ 471,307 — % $ 934,741 $ 921,362 1 % (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. CRITEO S.A. Information on Share Count (unaudited) Six Months Ended 2025 2024 Shares outstanding as at January 1, 54,277,422 55,765,091 Weighted average number of shares issued during the period (797,084) (849,951) Basic number of shares - Basic EPS basis 53,480,338 54,915,140 Dilutive effect of share-based awards - Treasury method 2,682,121 4,236,442 Diluted number of shares - Diluted EPS basis 56,162,459 59,151,582 Shares issued as at June 30, before Treasury stocks 57,854,895 59,063,486 Treasury stocks as of June 30, (5,527,535) (4,461,517) Shares outstanding as of June 30, after Treasury stocks 52,327,360 54,601,969 Total dilutive effect of share-based awards 6,484,393 7,618,460 Fully diluted shares as at June 30, 58,811,753 62,220,429 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) % — % 17,142 17,084 17,269 17,162 17,744 17,767 18,197 18,423 18,646 Revenue 2 % 7 % 482,671 451,434 553,035 458,892 471,307 450,055 566,302 469,193 468,934 Americas (6) % 4 % 199,797 192,908 274,620 206,816 212,374 198,365 280,597 219,667 208,463 EMEA 10 % 13 % 185,955 164,861 183,372 161,745 168,496 162,842 189,291 158,756 163,969 APAC 7 % 3 % 96,919 93,665 95,043 90,331 90,437 88,848 96,414 90,770 96,502 Revenue 2 % 7 % 482,671 451,434 553,035 458,892 471,307 450,055 566,302 469,193 468,934 Retail Media 11 % 2 % 60,913 59,498 91,889 60,765 54,777 50,872 76,583 49,813 44,590 Performance Media 1 % 8 % 421,758 391,936 461,146 398,127 416,530 399,183 489,719 419,380 424,344 TAC (7) % 2 % 190,602 187,062 218,636 192,789 204,214 196,167 249,926 223,798 228,717 Retail Media (1) % 28 % 904 708 1,661 1,182 911 703 2,429 1,377 1,072 Performance Media (7) % 2 % 189,698 186,354 216,975 191,607 203,303 195,464 247,497 222,421 227,645 Contribution ex-TAC (1) 9 % 10 % 292,069 264,372 334,399 266,103 267,093 253,888 316,376 245,395 240,217 Retail Media 11 % 2 % 60,009 58,790 90,228 59,583 53,866 50,169 74,154 48,436 43,518 Performance Media 9 % 13 % 232,060 205,582 244,171 206,520 213,227 203,719 242,222 196,959 196,699 Cash flow from operating activities (108) % (102) % (1,397) 62,341 169,454 57,503 17,187 14,017 161,340 19,614 1,328 Capital expenditures 65 % 104 % 34,882 17,091 23,394 18,899 21,119 13,224 19,724 15,849 45,519 Net cash position (29) % (28) % 206,024 286,171 290,943 283,990 291,698 341,862 411,257 269,857 298,183 Headcount 4 % 2 % 3,621 3,533 3,507 3,504 3,498 3,559 3,563 3,487 3,514 Days Sales Outstanding (days - end of month) (2) (1) days 3 days 65 68 62 65 64 66 58 61 69 (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. SOURCE Criteo Corp WANT YOUR COMPANY'S NEWS FEATURED ON PRNEWSWIRE.COM? 440k+ Newsrooms & Influencers 9k+ Digital Media Outlets 270k+ Journalists Opted In

CRITEO REPORTS STRONG SECOND QUARTER 2025 RESULTS

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