UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36153 Criteo S.A. (Exact name of registrant as specified in its charter) | France | | Not Applicable | | --- | --- | --- | | (State ...

Group 1 - Criteo S.A. will present at the Morgan Stanley Technology, Media & Telecom Conference on March 4, 2026, at 5:35 PM Eastern Time [1] - The presentation will be made by Michael Komasinski, CEO, and Sarah Glickman, CFO, and a live audio webcast will be available on the company's investor relations website [1] - Criteo's AI-powered advertising platform has access to over $1 trillion in annual commerce sales, connecting brands, agencies, retailers, and media owners [1] Group 2 - Criteo delivers technology, tools, and insights necessary for businesses to drive performance and growth, with thousands of clients and partnerships in global retail and digital commerce [1] - The company is focused on creating highly personalized experiences for shoppers, inspiring discovery through its platform [1]

Core Viewpoint - Criteo S.A. is recommended by leading independent proxy advisory firms to proceed with its redomiciliation from France to Luxembourg, which is expected to enhance shareholder value and provide strategic opportunities [1] Group 1: Redomiciliation Proposal - Two independent proxy advisory firms, Glass Lewis & Co. and Institutional Shareholder Services, recommend shareholders vote "FOR" the proposals related to the redomiciliation [1] - A general meeting for shareholders is scheduled for February 27, 2026, to obtain approval for the redomiciliation and related proposals [1] Group 2: Benefits of the Conversion - The Board of Directors believes the conversion will eliminate fees and complexities associated with American Depositary Shares (ADSs), potentially increasing stock liquidity [1] - The conversion aims to provide greater capital management flexibility by reducing or eliminating restrictions related to share repurchases and treasury shares [1] - The move positions Criteo for potential inclusion in U.S. indices, which could expand access to passive investment capital and broaden the shareholder base [1] Group 3: Timeline and Future Expectations - The expected completion of the conversion is in the third quarter of 2026, pending shareholder approval and other customary conditions [1]

Core Viewpoint - Criteo is pivoting towards "Agentic Commerce" and AI decisioning, focusing on enhancing consumer engagement through advanced recommendation services and conversational shopping experiences, despite facing growth challenges in 2026 due to retail media client scope reductions [1][2][5][19]. Financial Performance - Criteo reported record revenue of $1.9 billion for 2025, with a 35% adjusted EBITDA margin and $211 million in free cash flow [4][17]. - For Q4 2025, revenue was $541 million, with a contribution ex-TAC of $330 million, reflecting a $25 million headwind from retail media client changes [10][19]. - Performance media revenue for 2025 was $1.7 billion, with a contribution ex-TAC of $915 million, up 4% at constant currency [9][17]. Strategic Initiatives - The company is developing an "Agentic Commerce recommendation service" aimed at enhancing product discovery and purchasing through AI-driven solutions [1][5]. - Criteo's "Go" self-service suite is gaining traction, with campaigns showing over 20% higher return on ad spend compared to traditional methods [3][13]. - The company is testing conversational shopping experiences and embedding agentic capabilities into its marketing solutions, indicating strong client interest [6][7]. Market Outlook - For 2026, Criteo expects contribution ex-TAC to be flat to up 2% at constant currency, with underlying growth anticipated in the high single digits, excluding the impact of retail media client scope reductions [19][20]. - The company guided for Q1 2026 contribution ex-TAC of $245 million to $250 million, down 9% to 11% at constant currency, due to ongoing challenges in specific retail sectors [21]. Partnerships and Collaborations - Criteo has established partnerships with major retailers and platforms, including Google SA360 and Mirakl, enhancing its retail media capabilities [15][16]. - The company is actively pursuing additional testing with large language model partners to further develop its recommendation service [5][6]. Capital Management - Criteo ended December 2025 with $891 million in total liquidity and no long-term debt, indicating a strong financial position [22]. - The company repurchased 5.4 million shares for $152 million in 2025, with an increased share buyback authorization of up to $200 million [22]. Corporate Developments - Criteo is progressing with plans for redomiciliation to Luxembourg and a direct NASDAQ listing, expected to complete in Q3 2026, with a potential further move to the U.S. in early 2027 [23].

Financial Data and Key Metrics Changes - In 2025, the company reported revenue of $1.9 billion, with contribution ex-TAC growing 3.5% at constant currency to $1.2 billion, benefiting from a $14 million tailwind from foreign currencies [22][23] - Adjusted EBITDA margin was strong at 35%, supported by operational leverage and productivity improvements, with free cash flow of $211 million, up 16% year-over-year [23][28] - For Q4 2025, revenue was $541 million, with contribution ex-TAC at $330 million, reflecting a year-over-year tailwind from foreign currencies of $8 million [23][24] Business Line Data and Key Metrics Changes - Performance media revenue was $1.7 billion, with contribution ex-TAC at $915 million, up 4% at constant currency, while retail media revenue was $264 million, with contribution ex-TAC at $260 million, up 2% year-over-year at constant currency [22][23] - The Commerce Growth solution within performance media grew by 5%, while ad tech services declined by 3% [22] - Retail media contribution ex-TAC grew 16% when excluding two clients with scope changes, indicating strong underlying growth [22][24] Market Data and Key Metrics Changes - Travel was the fastest-growing vertical in performance media, with growth accelerating to 37%, while department stores and fashion saw declines of 13% and 12%, respectively [24][25] - Media spend growth accelerated in EMEA, while trends were softer in the U.S. and Asia Pacific [25] - Auction-based display in retail media saw a 65% increase in media spend this quarter, indicating strong adoption and performance [19] Company Strategy and Development Direction - The company is focusing on commerce intelligence and AI decisioning to simplify operations and scale as a commerce AI platform [5][8] - Key strategic priorities include leading in agentic commerce, scaling the AI-powered performance engine, and reinforcing retail media leadership [8][12] - The company aims to optimize performance at scale through proprietary commerce intelligence and AI decisioning, with a focus on self-service and cross-channel activation [12][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business's potential beyond current low growth expectations for 2026, emphasizing the importance of agentic commerce as a growth opportunity [8][21] - The company anticipates a flat to 2% growth in contribution ex-TAC for 2026, with underlying growth expected to be in the high single digits when excluding client scope reductions [29][30] - Management highlighted the importance of disciplined execution and capital allocation to enhance shareholder value [21][35] Other Important Information - The board increased the share buyback authorization to up to $200 million, reflecting confidence in the business's value [21][29] - The company is progressing with a redomiciliation to Luxembourg and plans to pursue a further redomiciliation to the U.S. to broaden access to capital markets [34][35] Q&A Session Questions and Answers Question: Can you discuss the prospects for the AI recommendation service? - Management indicated that partnerships are being broadened to enhance product recommendations, emphasizing the need for high-quality recommendations to compete effectively [39][40] Question: What is the impact of department store weakness? - Management noted that department stores are down 13%, with ongoing headwinds expected to continue into 2026 [43] Question: How is retail media growth expected to progress throughout the year? - Management expects growth to be front-loaded, with Q1 and Q2 more impacted by client scope changes, but anticipates a ramp-up in the second half of the year [46][49] Question: What is the pricing model for new AI initiatives? - Management explained that monetization opportunities vary, with a take rate model for retail and potential participation in LLM monetization models as they develop [72][73]

Financial Data and Key Metrics Changes - Revenue for 2025 was $1.9 billion, with contribution ex-TAC growing 3.5% at constant currency to $1.2 billion, benefiting from a $14 million tailwind from foreign currencies [22][23] - Adjusted EBITDA margin was 35%, supported by operational leverage and strong cash flow generation, with free cash flow of $211 million, up 16% year-over-year [23][28] - Adjusted diluted EPS increased to $4.62 in 2025, reflecting strong financial performance [23] Business Line Data and Key Metrics Changes - In performance media, revenue was $1.7 billion, with contribution ex-TAC at $915 million, up 4% at constant currency; Commerce Growth solution grew 5% while ad tech services declined 3% [22] - Retail media revenue reached $264 million, with contribution ex-TAC at $260 million, up 2% year-over-year at constant currency; excluding two clients with scope changes, retail media contribution ex-TAC grew 16% [22][24] Market Data and Key Metrics Changes - Travel was the fastest-growing vertical in performance media, with growth accelerating to 37%, while department stores and fashion saw declines of 13% and 12% respectively [24] - Media spend growth accelerated in EMEA, while trends were softer in the U.S. and Asia Pacific [24] Company Strategy and Development Direction - The company is focusing on commerce intelligence and AI decisioning to simplify operations and scale as a commerce AI platform [5][8] - Priorities include leading in Agentic Commerce, scaling the AI-powered performance engine, and reinforcing retail media leadership [8][9] - The company aims to optimize performance at scale through proprietary commerce intelligence and AI decisioning [8][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business's potential beyond current low growth expectations for 2026, emphasizing the importance of Agentic Commerce [8][21] - The company anticipates a flat to 2% growth in contribution ex-TAC for 2026, with underlying growth expected to be in the high single digits excluding client scope reductions [29][30] Other Important Information - The board increased the share buyback authorization to up to $200 million, reflecting confidence in the business's value [21][29] - The company is progressing with a redomiciliation to Luxembourg and plans for a further redomiciliation to the U.S. to enhance access to capital markets [34][35] Q&A Session Questions and Answers Question: Can you discuss the prospects for the AI recommendation service? - Management highlighted the importance of high-quality product recommendations for platforms to compete for daily active users, emphasizing the need for access to commerce data [39][40] Question: Is the weakness in department stores related to the Saks Global bankruptcy? - Management noted that department stores and fashion are experiencing headwinds, with specific declines in those sectors, but did not comment on specific clients [43] Question: How do you expect retail media growth to progress throughout the year? - Management indicated that growth will be front-loaded, with Q1 and Q2 more impacted by client scope changes, but confidence remains in the overall performance of retail media [46][49] Question: What is the pricing model for the new AI initiatives? - The monetization opportunities vary, with a take rate model for retail and potential fee structures for LLM integrations as they develop [72]

Financial Data and Key Metrics Changes - Revenue for 2025 was $1.9 billion, with contribution ex-TAC growing 3.5% at constant currency to $1.2 billion, benefiting from a $14 million tailwind from foreign currencies [20][21] - Adjusted EBITDA margin was 35%, supported by operational leverage and productivity improvements, with free cash flow of $211 million, up 16% year-over-year [21][24] - Adjusted net income reached $253 million, with adjusted diluted EPS increasing to $4.62 in 2025 [21] Business Line Data and Key Metrics Changes - Performance media revenue was $1.7 billion, with contribution ex-TAC at $915 million, up 4% at constant currency; Commerce Growth solution grew 5% while ad tech services declined 3% [20] - Retail media revenue was $264 million, with contribution ex-TAC at $260 million, up 2% year-over-year at constant currency; excluding two clients with scope changes, retail media contribution ex-TAC grew 16% [20][21] Market Data and Key Metrics Changes - Travel was the fastest-growing vertical in performance media, with growth accelerating to 37%, while department stores and fashion saw declines of 13% and 12% respectively [22] - Media spend growth accelerated in EMEA, while trends were softer in the U.S. and Asia Pacific [22] Company Strategy and Development Direction - The company is focusing on commerce intelligence and AI decisioning to simplify operations and scale as a commerce AI platform [4][6] - Priorities include leading in Agentic Commerce, scaling the AI-powered performance engine, and reinforcing retail media leadership [6][11] - The company aims to optimize performance at scale through proprietary commerce intelligence and AI decisioning [6][11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business's potential beyond current low growth expectations for 2026, emphasizing the importance of Agentic Commerce [6][19] - The company anticipates a flat to 2% growth in contribution ex-TAC for 2026, with underlying growth expected to be in the high single digits excluding client scope reductions [26][28] Other Important Information - The board increased the share buyback authorization to up to $200 million, reflecting confidence in the business's value [19][25] - The company is progressing with a redomiciliation to Luxembourg, with plans for a further redomiciliation to the U.S. in early 2027 [30][31] Q&A Session Questions and Answers Question: Can you elaborate on the AI recommendation service and its prospects? - Management highlighted the importance of high-quality product recommendations for platforms to compete for users, emphasizing the need for access to commerce data for effective recommendations [34][36] Question: What is the impact of department store weakness? - Management noted that department stores and fashion are experiencing headwinds, with specific declines observed, but did not comment on individual clients [35][39] Question: How will retail media growth progress throughout the year? - Management indicated that growth will be front-loaded, with Q1 and Q2 more impacted by client scope changes, but expects a ramp-up in the second half of the year [42][46] Question: What is the incremental opportunity in CommerceGo with the self-serve offering? - Management explained that the self-service rollout will expand the addressable market among small and medium-sized businesses, enhancing cross-channel full-funnel strategies [44][48] Question: How are retailers adopting internal LLM agentic tools? - Management noted that retailers are aggressively investing in AI-enabled tools to maintain customer journey control, with several pilots underway [53][56]

Q4 & Full Year 2025 Earnings Investor Presentation February 11, 2026 Michael Komasinski Chief Executive Officer Safe Harbor Statement This presentation contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management's beliefs and assumptions and on information currently available to them. All statements other than present and historical facts and conditions ...

Financial Performance - Revenue for Q4 2025 was $541 million, a decrease of 2% year-over-year, while full year revenue increased 1% to $1.9 billion[2][7]. - Gross profit for Q4 2025 was $297 million, down 1% year-over-year, and for the full year, gross profit increased 7% to $1.049 billion[2][7]. - Net income for Q4 2025 was $46 million, a decrease of 36% year-over-year, while full year net income increased 30% to $149 million[2][7][10][16]. - Adjusted EBITDA for Q4 2025 was $120 million, down 17% year-over-year, and for the full year, adjusted EBITDA increased 4% to $407 million[2][17]. - Free Cash Flow for Q4 2025 was $134 million, a decrease of 8% year-over-year, while full year Free Cash Flow increased 16% to $211 million[2][8][20]. - Revenue for Q4 2025 was reported at $541.136 million, down 2% year-over-year, while full-year revenue increased by 1% to $1.944901 billion[67]. - Adjusted net income for Q4 2025 was $69.062 million, a decrease of 32% year-over-year, while the full-year adjusted net income decreased by 6% to $252.985 million[65]. Cash and Assets - Cash and cash equivalents increased 18% year-over-year to $342 million as of December 31, 2025[2][8]. - The company reported cash and cash equivalents of $342,038 thousand as of December 31, 2025, up from $290,693 thousand as of December 31, 2024[49]. - Total assets decreased from $2,266,449 thousand as of December 31, 2024, to $2,201,207 thousand as of December 31, 2025[49]. - Current liabilities decreased from $1,046,600 thousand as of December 31, 2024, to $844,654 thousand as of December 31, 2025[49]. - The net cash position improved by 18% year-over-year, totaling $342,359,000 as of Q4 2025[71]. Media and Revenue Segments - Retail Media Contribution ex-TAC decreased 18% in Q4 2025, while Performance Media Contribution ex-TAC increased 2% in the same period[3][13]. - The Retail Media segment revenue decreased by 17% year-over-year to $76,347,000 in Q4 2025, while Performance Media segment revenue increased by 1% to $464,789,000[59]. - Revenue from the Americas region decreased by 12% year-over-year, amounting to $241,987,000 in Q4 2025[71]. - EMEA region revenue increased by 11% year-over-year, reaching $202,901,000 in Q4 2025[71]. Operational Metrics - Total operating expenses for Q4 2025 were $224,889,000, up from $206,463,000 in Q4 2024, with R&D expenses increasing to $75,266,000 from $67,559,000[51]. - Total operating expenses for Q4 2025 increased by 9% year-over-year to $224,889 million, with a full-year increase of 2% to $846.615 million[63]. - Research and Development expenses for Q4 2025 rose by 11% year-over-year to $75.266 million, with a full-year increase of 1% to $283.303 million[63]. - Traffic acquisition costs for Q4 2025 decreased by 3% year-over-year to $211.094 million, while full-year costs decreased by 5% to $770.284 million[67]. Future Outlook - The company expects the first quarter of 2026 to represent the low point of the year due to previously communicated scope changes[25]. - Contribution ex-TAC is projected to be between $245 million and $250 million, reflecting a year-over-year decline of -11% to -9% at constant currency[32]. - Adjusted EBITDA is expected to be between $50 million and $55 million, with an adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC[32]. - The company anticipates forward-looking statements regarding financial results for the quarter ending March 31, 2026, and the year ending December 31, 2026[41]. Shareholder Actions - Criteo deployed $152 million for share repurchases in 2025, with remaining authorization increased to $200 million[1][30]. Client Metrics - The number of clients decreased by 3% year-over-year, totaling 16,786 clients in Q4 2025[71]. - The company experienced a significant increase in restructuring costs, which rose by 226% year-over-year to $9.200 million in Q4 2025[63].

Core Insights - Criteo reported a decrease in revenue for Q4 2025 by 2% year-over-year, with a total revenue of $541 million, while the fiscal year 2025 revenue increased by 1% to $1.9 billion [1][2] - The company experienced a significant drop in net income for Q4 2025, down 36% to $46 million, but a 30% increase in net income for the full year to $149 million [1][2] - Criteo's cash flow from operating activities increased by 21% to $311 million in 2025, and free cash flow rose by 16% to $211 million, indicating strong operational performance [1][2] Financial Highlights - Q4 2025 revenue was $541 million, gross profit was $297 million, and contribution ex-TAC was $330 million, reflecting a decrease of 2%, 1%, and 1% respectively year-over-year [1][2] - For the fiscal year 2025, revenue was $1.9 billion, gross profit was $1.0 billion, and contribution ex-TAC was $1.2 billion, with increases of 1%, 7%, and 5% respectively [1][2] - Adjusted EBITDA for Q4 2025 was $120 million, down 17% year-over-year, while for the full year it was $407 million, up 4% [2][3] Operating Performance - Criteo's media spend reached $4.3 billion in 2025, growing 3% year-over-year, with Q4 media spend at $1.4 billion, up 6% [1][2] - The company launched new tools such as the Audience Agent and Insights Agent to enhance audience planning and data-driven decision-making [1] - Retail Media contribution ex-TAC grew by 2% year-over-year in 2025 but decreased by 18% in Q4 2025 due to scope changes with specific clients [1][2] Share Repurchase and Financial Position - Criteo deployed $152 million for share repurchases in 2025 and increased its remaining share buyback authorization to $200 million [1][3] - As of December 31, 2025, the company had $389 million in cash and marketable securities, reflecting an increase of $56 million compared to the previous year [2][3] - The total financial liquidity position was approximately $891 million, including cash, marketable securities, and credit facilities [2] Future Outlook - For fiscal year 2026, Criteo expects an adjusted EBITDA margin of approximately 32% to 34% of contribution ex-TAC, with contribution ex-TAC growth projected to be flat to +2% at constant currency [2][3] - The first quarter of 2026 is anticipated to represent the low point of the year, with adjusted EBITDA guidance between $50 million and $55 million [2][3]