Core Insights - The emergence of generative AI models has led to a revolution in the marketing industry, with many entrepreneurs exploring AI-driven advertising and marketing solutions [1] - Criteo, a global e-commerce data service company, aims to leverage its data advantages to empower the Business Intelligence sector and assist Chinese companies in expanding internationally [1][4] - The concept of Agentic Commerce is gaining traction, allowing users to shop, compare, negotiate, and transact through AI agents [2][3] Company Overview - Criteo started as a movie recommendation engine and has evolved into a global e-commerce data service provider, currently serving 17,000 clients [1] - Criteo has maintained double-digit growth in China over the past three years, working with major clients such as Alibaba and Midea Group [1] - The company views China as a crucial market and aims to utilize AI capabilities to help Chinese enterprises go global [1] Industry Trends - The rise of AI agents in commerce is transforming consumer behavior, with 85% of surveyed users in the US and UK utilizing AI tools for shopping [3] - AI recommendations are particularly effective for high-frequency purchase items like clothing and electronics, while adoption rates for durable goods are lower [3] - Criteo's integration of AI models with e-commerce data aims to enhance the precision of consumer recommendations and reduce the likelihood of AI hallucinations [4] Recommendations for Retailers - Retailers are encouraged to adapt their services to align with the evolving consumer reliance on AI tools [5] - Companies should make timely decisions regarding participation in AI marketing to avoid losing competitive advantage [5]

Financial Performance - Revenue for Q3 2025 was $469.66 million, a 2% increase from $458.89 million in Q3 2024[17] - Gross profit for Q3 2025 reached $256.48 million, up from $231.93 million in Q3 2024, reflecting an increase of 10.6%[17] - Net income for Q3 2025 was $40.08 million, compared to $6.14 million in Q3 2024, representing a significant increase of 552%[17] - Criteo reported a net income of $103.008 million for the nine months ended September 30, 2025, compared to $42.769 million for the same period in 2024, representing a year-over-year increase of approximately 141%[24] - Net income attributable to shareholders for the nine months ended September 30, 2025, was $96.96 million, up from $40.48 million in the same period of 2024, indicating a strong performance[86] - Basic earnings per share for the nine months ended September 30, 2025, was $1.82, compared to $0.74 for the same period in 2024, showing substantial growth[86] - Total revenue for the nine months ended September 30, 2025, was $1.40 billion, an increase from $1.38 billion in the same period of 2024[98] Assets and Liabilities - Total current assets decreased to $1.01 billion as of September 30, 2025, down from $1.22 billion at the end of 2024[15] - Total liabilities decreased to $891.35 million as of September 30, 2025, compared to $1.19 billion at the end of 2024[15] - Cash and cash equivalents were $255.01 million as of September 30, 2025, down from $290.69 million at the end of 2024[15] - The company’s total assets decreased to $2.06 billion as of September 30, 2025, from $2.27 billion at the end of 2024[15] - Trade accounts receivables decreased to $592.14 million from $829.46 million at the end of 2024, with a net book value of $568.73 million[48] - Noncurrent assets as of September 30, 2025, totaled $286.35 million, an increase from $265.61 million as of December 31, 2024[100] Equity and Retained Earnings - Retained earnings increased to $661.50 million as of September 30, 2025, up from $571.74 million at the end of 2024[15] - Criteo's total equity as of September 30, 2025, was $1.170 billion, with a retained earnings balance of $661.496 million[22] - Total equity increased to $1.17 billion as of September 30, 2025, up from $1.08 billion at the end of 2024, an increase of 8.2%[15] Operating Expenses - Operating expenses for Q3 2025 totaled $204.85 million, a decrease from $222.33 million in Q3 2024[17] - Research and development expenses for Q3 2025 were $67.68 million, down from $85.29 million in Q3 2024, a reduction of 20.7%[17] - Total operating lease expense for the nine months ended September 30, 2025, was $27,086,000, down 13.5% from $31,467,000 in 2024[56] - Lease expense for the three months ended September 30, 2025, was $9,313,000, a decrease of 10.5% compared to $10,410,000 for the same period in 2024[56] Cash Flow - The company generated net cash provided by operating activities of $150.544 million for the nine months ended September 30, 2025, up from $88.707 million in the prior year, indicating a significant improvement in cash flow[24] - The company incurred a net cash used in investing activities of $69.123 million for the nine months ended September 30, 2025, compared to $58.966 million in the same period of 2024[24] - Criteo's cash and cash equivalents at the end of the period were $255.335 million, down from $283.990 million at the end of September 2024[24] Share Repurchase and Compensation - The board of directors authorized an extension of the share repurchase program to up to $805 million of the company's outstanding American Depositary Shares on January 31, 2025[22] - The company repurchased 3,643,186 shares at a weighted average price of $31.7, impacting the treasury stock balance[22] - Criteo's share-based compensation expense for the nine months ended September 30, 2025, was $52.037 million, down from $82.193 million in the previous year[24] - Total equity awards compensation expense for the nine months ended September 30, 2025, was $52,037,000, a decrease of 36.7% compared to $82,193,000 in 2024[62] Tax and Legal Matters - The provision for income taxes for the nine months ended September 30, 2025, was $27.7 million, compared to $15.0 million for the same period in 2024, reflecting a significant increase[84] - The company recognized a probable loss of $1.5 million related to a legal settlement in the third quarter of 2025[94] Segment Performance - Retail Media segment revenue reached $67.11 million, up 10% from $60.77 million in the same period last year[42] - Performance Media segment revenue was $402.55 million, slightly up from $398.13 million year-over-year[42] - Contribution ex-TAC for Q3 2025 was $288.13 million, a 8% increase compared to $266.10 million in Q3 2024[44] - Revenue from Retail Media for the three months ended September 30, 2025, was $67.11 million, up from $60.77 million in 2024, reflecting a growth of approximately 5.5%[98] - Revenue from Commerce Growth for the nine months ended September 30, 2025, was $1.13 billion, slightly up from $1.13 billion in 2024, indicating stable performance[98] Future Plans - The company plans to redomicile from France to Luxembourg, which is expected to replace its American Depositary Share structure with ordinary shares directly listed on Nasdaq[102]

Group 1 - Criteo's shares opened 8.7% higher following strong Q3 results and a relocation announcement [1][7] - Q3 contribution excluding traffic acquisition costs (ex-TAC) increased by 8% year over year to $288 million, while adjusted earnings rose 36% to $1.31 per diluted share, surpassing analyst expectations [2][7] - The company plans to relocate its corporate domicile from Paris to Luxembourg in 2026, with a potential future move to the U.S. [3][4] Group 2 - The move to Luxembourg aims to facilitate a direct listing on Nasdaq, enhancing stock tradeability in the U.S. market and potentially qualifying Criteo for S&P 500 inclusion [4][6] - Management believes that relocating could expand access to passive capital and broaden the shareholder base, as stated by CFO Sarah Glickman [6][7]

Financial Data and Key Metrics Changes - Revenue for Q3 2025 was $470 million, with contribution ex-TAC increasing to $288 million, reflecting a year-over-year tailwind from foreign currencies of $6 million [20][24] - Adjusted EBITDA was $105 million, up 28% year-over-year, resulting in an adjusted EBITDA margin of 36%, up 500 basis points year-over-year [22][24] - Free cash flow was $67 million in Q3, up 74% year-over-year, demonstrating consistent upward momentum in adjusted EPS and free cash flow per share [24] Business Line Data and Key Metrics Changes - In performance media, revenue was $403 million, with contribution ex-TAC at $222 million, up 5% at constant currency [20][21] - Retail media revenue was $67 million, with contribution ex-TAC growing 11% at constant currency to $66 million, up 34% on a two-year stack [22] - Media spend in retail media grew 26% year-over-year, with over 4,100 brands participating [13][22] Market Data and Key Metrics Changes - Media spend growth was observed in Asia-Pac and EMEA, while trends in the U.S. were softer but improving [21] - Travel was the fastest-growing vertical, up 24%, while fashion saw an 11% decline [21] Company Strategy and Development Direction - The company is evolving into a diversified, multi-channel platform, with about 85% of media spend now outside of desktop display [6][11] - Focus on agentic AI as a major shift in the industry, with plans to integrate AI-driven capabilities into shopping experiences [7][9] - The company announced plans to re-domicile to Luxembourg and replace its current ADS structure with a direct listing on Nasdaq, aimed at enhancing capital management flexibility [17][30] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strategy and ability to capture shifts in commerce and advertising, anticipating sustained growth and long-term value for shareholders [18][31] - The company expects contribution ex-TAC to grow 3%-4% year-over-year at constant currency for 2025, with adjusted EBITDA margin projected at approximately 34% [27][28] Other Important Information - The company is investing in organic growth, value-enhancing acquisitions, and returning capital to shareholders, with $11 million allocated to share repurchases in Q3 [25][26] - The company is focused on building a strong operational fitness to enable greater scale and efficiency, including driving productivity gains through AI-powered tools [23] Q&A Session Summary Question: Client response to agentic products and CTV growth opportunities - Management highlighted threefold opportunities in agentic products, including internal tools for audience creation and partnerships with AI platforms [34][35] - Investments in CTV are focused on supply-side integrations and demand-side tactics to enhance performance [38][39] Question: Partnership with AI platforms and its impact on e-commerce - Management sees monetization strategies for AI platforms leaning towards native advertising solutions, with a focus on improving product-oriented responses [42][43] Question: Retail media trends and new client ramp-up - Management noted that most Q3 activity was related to existing clients, with new wins starting to ramp up, including the DoorDash partnership [60][61] Question: Adjusted EBITDA beat and re-domicile implications - The beat in adjusted EBITDA was attributed to top-line growth and operational leverage, with no material costs expected from the re-domicile [64][66] Question: Investments required for AI products and retail media headwinds - Management indicated that investments for AI products are within normal scaling, with a slower ramp-up of new clients expected in retail media [70][72]

Financial Data and Key Metrics Changes - Revenue for Q3 2025 was $470 million, with contribution ex-TAC increasing to $288 million, reflecting a year-over-year tailwind from foreign currencies of $6 million [18][22] - Adjusted EBITDA was $105 million, up 28% year over year, resulting in an adjusted EBITDA margin of 36%, up 500 basis points year over year [21][22] - Net income improved to $40 million, with diluted earnings per share of $0.70 and adjusted diluted EPS of $1.31, up 36% year over year [23][24] Business Line Data and Key Metrics Changes - In performance media, revenue was $403 million, with contribution ex-TAC at $222 million, up 5% at constant currency [18][19] - Retail media revenue was $67 million, with contribution ex-TAC growing 11% at constant currency, driven by strong on-site retail media performance [21][22] - Media spend in retail media grew 26% year over year, with over 4,100 brands participating [12][21] Market Data and Key Metrics Changes - Travel was the fastest-growing vertical, up 24%, while fashion saw an 11% decline [20] - Media spend growth was noted in Asia-Pac and EMEA, with softer but improving trends in the U.S. [19] Company Strategy and Development Direction - The company is evolving into a diversified, multi-channel platform, with about 85% of media spend now outside of desktop display [5][6] - Focus on agentic AI and partnerships with AI platforms to enhance product recommendations and shopping experiences [6][8] - Plans to re-domicile to Luxembourg and list ordinary shares directly on Nasdaq to enhance capital management flexibility [16][29] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business strategy and the ability to capture shifts in commerce and advertising [17][29] - Anticipated lower revenue in Q4 due to specific client scope changes, but underlying growth in retail media is expected to be strong [26][28] - The company expects contribution ex-TAC to grow 3% to 4% year over year at constant currency for 2025 [25][26] Other Important Information - The company closed the quarter with $811 million in total liquidity and no long-term debt, allowing for strategic flexibility [24] - The introduction of the Commerce GO solution is expected to drive higher spend and lower churn among small and mid-sized clients [9][10] Q&A Session Summary Question: Client response to agentic products and CTV growth opportunities - Management highlighted three opportunities in agentic products, including audience agents and campaign agents, aimed at simplifying audience generation and campaign management [31][32] - For CTV, investments are being made in supply-side integrations and demand-side tactics to enhance performance and audience acquisition [35][36] Question: Partnership with AI platforms and its impact on e-commerce - Management sees monetization strategies for AI platforms leaning towards native advertising solutions, with a focus on improving product-oriented responses through API data feeds [39][40] Question: Google partnership and its implications - The partnership with Google allows retailers to capture brand search budgets traditionally outside retail media, with an expected significant addressable spend of $172 billion [44][46] Question: Retail media trends and new client ramp-up - Management noted that most Q3 activity was related to existing clients, with new wins like DoorDash starting to ramp up [53][54] Question: Adjusted EBITDA beat and re-domicile implications - The adjusted EBITDA beat was attributed to operational leverage and reduced bad debt reserves, with no material costs expected from the re-domicile [57][59] Question: Investments for AI products and retail media headwinds - Management indicated that investments for AI products are within normal ranges, with a focus on scaling existing tools and partnerships [60][63]

Q3 2025 Financial Performance - Criteo's Q3 2025 Contribution ex-TAC reached $288 million, a 6% year-over-year increase[30] - The company achieved an adjusted EBITDA margin of 36%, exceeding guidance[28] - Net income increased significantly by 552% year-over-year to $40 million[34] - Diluted EPS saw a substantial rise of 536% to $0.70, while non-GAAP diluted EPS increased by 36% to $1.31[34] - Free cash flow grew by 74% year-over-year to $67 million[34] Segment Performance - Retail Media Contribution ex-TAC increased by 11% year-over-year to $66.3 million[30,77] - Performance Media Contribution ex-TAC grew by 5% year-over-year to $221.9 million, driven by Commerce Audiences and stable Retargeting trends[30,77] - Retail Media media spend reached $454 million, up 26% year-over-year[23,36] - Performance Media media spend was $593 million, down 9% year-over-year[36] 2025 Outlook - Criteo is targeting a +3% to +4% growth at constant currency for FY 2025[49] - Q4 2025 Contribution ex-TAC is projected to be between $325 million and $331 million, representing a -5% to -3% decrease at constant currency[49] - Adjusted EBITDA for Q4 2025 is expected to be between $113 million and $119 million[49] Assets and Strategy - Criteo has approximately 4.5 billion product SKUs[7] - The company has ~$1+ trillion ecommerce sales across customer base[57] - Criteo's cash and cash equivalents totaled ~$811 million[40]

Financial Performance - Q3 2025 revenue was $470 million, a 2% increase year-over-year, with gross profit rising 11% to $256 million[3] - Net income surged 552% to $40 million, resulting in diluted EPS of $0.70, compared to $0.11 in Q3 2024[7] - Adjusted EBITDA increased 28% year-over-year to $105 million, with an adjusted EBITDA margin of 36%[8] - Free Cash Flow (FCF) rose 74% to $67 million in Q3 2025, with a trailing 12-month FCF of $222 million[11] - Revenue for Q3 2025 was $469.66 million, a 2% increase from $458.89 million in Q3 2024[41] - Net income for Q3 2025 reached $40.08 million, a significant increase of 552% compared to $6.14 million in Q3 2024[53] - Gross profit for the nine months ended September 30, 2025, was $751.98 million, up from $682.00 million in the same period of 2024, reflecting a growth of 10%[41] - Free cash flow for Q3 2025 was $67.34 million, compared to $38.60 million in Q3 2024, representing a 74% increase[45] - Contribution ex-TAC for Q3 2025 was $288.13 million, an 8% increase from $266.10 million in Q3 2024[48] - Adjusted net income for the three months ended September 30, 2025, increased by 26% year-over-year to $70.304 million, and for the nine months, it rose by 10% to $183.923 million[61] Operating Expenses and Cash Flow - Operating expenses decreased 8% year-over-year to $205 million, reflecting disciplined resource allocation[9] - Total operating expenses decreased to $204.85 million in Q3 2025 from $222.33 million in Q3 2024, a reduction of 8%[41] - Cash flows from operating activities for the nine months ended September 30, 2025, totaled $150.54 million, compared to $88.71 million in the same period of 2024[43] - Cash flow from operating activities improved significantly, reaching $89,600 million, a 56% increase compared to the previous year[71] Balance Sheet and Assets - Cash and cash equivalents, along with marketable securities, totaled $296 million as of September 30, 2025[11] - Total assets decreased from $2,266,449 thousand as of December 31, 2024, to $2,062,286 thousand as of September 30, 2025, representing a decline of approximately 9.0%[39] - Current liabilities decreased from $1,046,600 thousand as of December 31, 2024, to $755,108 thousand as of September 30, 2025, a reduction of about 28.0%[39] - Retained earnings increased from $571,744 thousand as of December 31, 2024, to $661,496 thousand as of September 30, 2025, reflecting a growth of approximately 15.7%[39] - Trade receivables decreased from $800,859 thousand as of December 31, 2024, to $568,733 thousand as of September 30, 2025, a decline of about 29.0%[39] - Cash and cash equivalents decreased from $290,693 thousand as of December 31, 2024, to $255,014 thousand as of September 30, 2025, a decrease of approximately 12.3%[39] - Total liabilities decreased from $1,185,352 thousand as of December 31, 2024, to $891,349 thousand as of September 30, 2025, a reduction of about 25.0%[39] Strategic Initiatives - The company plans to redomicile to Luxembourg and list ordinary shares on Nasdaq, aiming to enhance capital allocation flexibility[13] - The company plans to file a Registration Statement on Form S-4 with the SEC regarding the Conversion, which will include a preliminary proxy statement[30] - The anticipated financial results for the quarter ending December 31, 2025, are subject to various risks and uncertainties, including macro-economic conditions such as inflation and fluctuating interest rates[28] Media and Advertising Performance - Criteo's media spend reached $4.3 billion over the last 12 months, with Q3 2025 media spend at $1.0 billion, up 4% year-over-year[4] - Retail Media Contribution ex-TAC grew 11% year-over-year, while Performance Media Contribution ex-TAC increased 5%[12] - Retail Media revenue grew by 10% year-over-year in Q3 2025, reaching $67.11 million, while Performance Media revenue increased by 1% to $402.55 million[50] - The company has unique access to over $1 trillion in annual commerce sales through its AI-powered advertising platform[36] Employee and Operational Metrics - Headcount increased by 4% year-over-year to 3,650 employees[71] - Days Sales Outstanding decreased by 1 day to 64 days at the end of the month[72] - The company amended the calculation of Days Sales Outstanding to include the Iponweb acquisition, which would have resulted in 71 days for the same period[72] Legal and Compliance - The company recorded a net probable loss of $1.5 million related to a legal settlement during the third quarter of 2025[59]

Core Insights - Criteo has appointed Edouard Dinichert as Chief Customer Officer, effective December 1, 2025, to lead global sales and operations for its Performance Media business [1][2] - Dinichert's role will focus on accelerating growth, enhancing commercial excellence, and ensuring client success remains central to Criteo's strategy [1][4] - His extensive experience includes leadership roles at TripleLift and Amazon, where he was instrumental in scaling advertising and data-driven organizations [2][3] Company Overview - Criteo is a global platform that connects the commerce ecosystem for brands, agencies, retailers, and media owners, leveraging AI-powered advertising technology [5] - The company has access to over $1 trillion in annual commerce sales, enabling personalized experiences and driving performance for its clients [5] Leadership Perspective - CEO Michael Komasinski emphasized that Dinichert's leadership will be crucial in expanding the reach and impact of performance media globally [4] - Dinichert's dual nationality and cross-market experience align with Criteo's European roots and global ambitions, enhancing its market perspective [4]

Core Viewpoint - Criteo S.A. plans to transfer its legal domicile from France to Luxembourg and replace its American Depositary Shares (ADS) structure with a direct listing of ordinary shares on Nasdaq, aiming to simplify its corporate structure and enhance capital management flexibility while remaining connected to the French technology ecosystem [1][3][4]. Company Strategy - The Board of Criteo views the conversion as a strategic step to unlock sustainable shareholder value and adapt to the evolving U.S. equity market landscape, which has changed significantly since the company went public [3]. - The move is expected to reduce complexities in Criteo's current structure, increase flexibility for share repurchases, and support potential inclusion in U.S. stock indices, thereby expanding access to passive investment capital [3][7]. Operational Commitment - Criteo remains committed to its teams and investments in France, continuing to play a significant role in the French technology and AI innovation ecosystem [2]. - The company emphasizes that its AI Lab and teams in Paris will continue to drive innovation and maintain leadership in AI-powered commerce globally [3]. Future Plans - Following the conversion to Luxembourg, Criteo may pursue a subsequent transfer of its domicile to the United States if deemed beneficial for the company and its shareholders [4]. - The conversion will require consultation with Criteo's works council and is subject to shareholder approval by a two-thirds majority [5]. Benefits of the Conversion - The conversion is expected to provide several benefits, including: - Greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and treasury shares [7]. - Elimination of fees and complexities associated with ADSs, potentially increasing stock liquidity [7]. - Positioning Criteo for potential inclusion in U.S. indices, thereby broadening its shareholder base [7].

Core Insights - Criteo S.A. reported a strong financial performance for Q3 2025, with revenue of $470 million, a 2% increase year-over-year, and a significant net income rise to $40 million from $6 million in Q3 2024, marking a 552% increase [2][9][10] - The company announced plans to redomicile to Luxembourg and list ordinary shares on Nasdaq, aiming to simplify legal complexities and enhance capital allocation flexibility [14][15] - Criteo appointed Edouard Dinichert, a veteran from Amazon, as Chief Customer Officer to strengthen its leadership team [8] Financial Performance - Revenue for Q3 2025 was $470 million, up 2% from $459 million in Q3 2024, while gross profit increased by 11% to $256 million [2][6] - Net income surged to $40 million, translating to a diluted EPS of $0.70, compared to $0.11 in the previous year [9][41] - Adjusted EBITDA reached $105 million, a 28% increase year-over-year, with an adjusted EBITDA margin of 36% [10][12] Cash Flow and Liquidity - Cash flow from operating activities was $90 million, up from $58 million in Q3 2024, while free cash flow increased to $67 million from $39 million [12][42] - As of September 30, 2025, Criteo had $296 million in cash and marketable securities, with total financial liquidity of approximately $811 million [13][12] Strategic Developments - Criteo's media spend was $4.3 billion over the last 12 months, with a 4% year-over-year increase in Q3 2025 [8] - The company expanded its retail media network, integrating over 4,100 brands and forming new partnerships with companies like DoorDash and Sephora [8] - Criteo was named Google's first onsite Retail Media partner, enhancing its advertising capabilities [8] Future Outlook - The company raised its full-year 2025 margin outlook and expects Contribution ex-TAC to grow by 3% to 4% at constant currency [21] - Criteo anticipates an Adjusted EBITDA margin of approximately 34% of Contribution ex-TAC, up from previous guidance [21]