CRITEO REPORTS SECOND QUARTER 2026 RESULTS

Appointed Connor McGogney as Chief Financial Officer, Effective August 10, 2026

Q2 2026 Media Spend of $1.1 Billion

Deployed $30 Million to Repurchase Shares in Q2 2026

NEW YORK, Aug. 5, 2026 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global commerce intelligence platform, today announced financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and six months ended June 30, 2026:

"While our second quarter top line performance was disappointing, our long-term strategy remains unchanged," said Michael Komasinski, Chief Executive Officer of Criteo. "We remain confident in our Commerce Intelligence strategy and are strengthening execution, diversifying our business and positioning Criteo to help shape the next generation of AI driven commerce."

Operating Highlights

• Criteo appointed Connor McGogney as Chief Financial Officer, effective August 10, 2026. He succeeds Sarah Glickman, who has served as Chief Financial Officer for the past six years and will remain as an advisor through the end of September to support a seamless transition.
• Criteo's media spend² was $4.5 billion in the last 12 months and $1.1 billion in Q2 2026, up 9% year-over-year at constant currency³.
• Criteo became OpenAI's first advertising technology partner in March 2026 and now has over 2,000 brands advertising on ChatGPT across seven countries, with additional country launches planned, including Mexico and Brazil. ChatGPT Ads inventory is now available through Criteo's self-service, cross-channel performance platform Criteo GO.
• The Company further strengthened its Retail Media footprint with the addition of Loblaw Advance in Canada, Monoprix and Druni in EMEA, and Olive Young and Golf Digest Online in APAC.
• Criteo launched sponsored products into AI-powered conversational search with Albertsons, creating new discovery and monetization opportunities.
• Criteo was named a Leader in the QKS Group SPARK Matrix™ for Retail Media Network and Monetization Platform, Q2 2026.
• The Company deployed $61 million of capital for share repurchases in the first six months of 2026, including $30 million in the second quarter.
• Criteo completed its redomiciliation from France to Luxembourg, and its Board of Directors approved the subsequent transfer of legal domicile from Luxembourg to the United States, which is expected to be completed in January 2027, subject to shareholder approval and other customary conditions.

Financial Summary

Revenue for Q2 2026 was $428 million, gross profit was $222 million and Contribution ex-TAC was $255 million. Net income for Q2 2026 was $12 million, representing $0.22 per share on a diluted basis. Adjusted EBITDA for Q2 2026 was $73 million, and adjusted net income was $41 million, resulting in an adjusted diluted EPS of $0.80. As reported, revenue for Q2 decreased (11)%, gross profit decreased (14)% and Contribution ex-TAC decreased (13)%. At constant currency, revenue for Q2 2026 decreased (11)% and Contribution ex-TAC decreased (12)%. Cash flow from operating activities was $20 million in Q2 2026 and Free Cash Flow was $(38) million in Q2 2026. As of June 30, 2026, we had $303 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "Our updated outlook reflects a more conservative view of our business trends for the remainder of the year. Our strong profitability, cash flow and balance sheet provide the financial flexibility to execute our strategy, maintain disciplined capital allocation and create long term shareholder value."

Second Quarter 2026 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (11)% year-over-year in Q2 2026, or decreased (11)% at constant currency, to $428 million (Q2 2025: $483 million). Gross profit decreased (14)% year-over-year in Q2 2026 to $222 million (Q2 2025: $259 million). Gross profit as a percentage of revenue, or gross profit margin, was 52% (Q2 2025: 54%). Contribution ex-TAC in the second quarter decreased (13)% year-over-year, or decreased (12)% at constant currency, to $255 million (Q2 2025: $292 million).

• Retail Media revenue decreased (21)%, or (22)% at constant currency, and Retail Media Contribution ex-TAC decreased (21)%, or (22)% at constant currency, reflecting a $21 million headwind from previously communicated scope changes with two specific Retail Media clients, partially offset by strong growth across the broader retail partner base. Excluding this impact, Contribution ex-TAC grew 20% in Q2 across the underlying client base.

• Performance Media revenue decreased (10)%, or decreased (9)% at constant currency, and Performance Media Contribution ex-TAC decreased (10)%, or decreased (10)% at constant currency, reflecting soft performance in Commerce Growth, partially offset by improved year-over-year trends in AdTech Services.

Net Income and Adjusted Net Income

Net income was $12 million in Q2 2026 (Q2 2025: net income: $23 million). Net income allocated to shareholders of Criteo was $11 million, or $0.22 per share on a diluted basis (Q2 2025: net income allocated to shareholders of $21 million, or $0.39 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $41 million, or $0.80 per share on a diluted basis (Q2 2025: $51 million, or $0.92 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $73 million (Q2 2025: $89 million), reflecting lower Contribution ex-TAC due to softness in Performance Media and the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments, partially offset by lower than expected bad debt expense and lower than expected employee costs. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 29% (Q2 2025: 31%).

Operating expenses decreased (9)% year-over-year to $207 million (Q2 2025: $228 million), mostly due to rigor on resource allocation, productivity gains, and the non-recurrence of a company-wide event held in the previous year, partially offset by planned growth investments. Non-GAAP operating expenses decreased (10)% year-over-year to $158 million (Q2 2025: $175 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $20 million in Q2 2026 (Q2 2025: $(1) million).

Free Cash Flow was $(38) million in Q2 2026 (Q2 2025: $(36) million). On a trailing 12-month basis, Free Cash Flow was $180 million.

Cash and cash equivalents, and marketable securities, were $303 million, a $(86) million decrease compared to December 31, 2025, after spending $61 million on share repurchases in the six months ended June 30, 2026.

As of June 30, 2026, the Company had total financial liquidity of approximately $767 million, including $252 million of cash and cash equivalents, $51 million of marketable securities and $464 million available through its revolving credit facility.

2026 Business Outlook

The following forward-looking statements reflect Criteo's expectations as of August 5, 2026. The Company's outlook is based on year-to-date performance and current business trends.

Fiscal year 2026 guidance:

• We now expect Contribution ex-TAC to decrease -12% to -10% at constant currency.
• We now expect an Adjusted EBITDA margin of approximately 30% of Contribution ex-TAC.

Third quarter 2026 guidance:

• We expect Contribution ex-TAC between $237 million and $241 million, or -15% to -14% year-over-year at constant-currency.
• We expect Adjusted EBITDA between $54 million and $58 million.

The Company's third quarter 2026 guidance reflects the temporary impact of previously communicated scope changes with two specific Retail Media clients.

The above guidance for the fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.86, a U.S. dollar-Japanese Yen rate of 159, a U.S. dollar-British Pound rate of 0.75, a U.S. dollar-Korean Won rate of 1,500 and a U.S. dollar-Brazilian Real rate of 5.16.

The above guidance assumes that no acquisitions and dispositions are completed during the third quarter of 2026 or the fiscal year ended December 31, 2026.

Reconciliations of Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance to the closest corresponding U.S. GAAP measures are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results.

Non-GAAP Financial Measures

This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.

Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, amortization of acquisition-related assets, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property, and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.

Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate depreciation and amortization, equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, and other nonrecurring or noncash items. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.

Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Contribution ex-TAC to gross profit, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2026 and the year ending December 31, 2026, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, including our use and expected use of AI; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including the completed redomiciliation from France to Luxembourg (the "Conversion") and the proposed transfer of our legal domicile from Luxembourg to the United States via the merger of the Company into a newly incorporated and wholly-owned U.S. subsidiary (the "U.S. Merger"), materialize as expected; uncertainty regarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies and related uncertainties (such as the imposition and enforceability of tariffs); the impact of competition or client in-housing; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth; client flexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the advertising industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals needed to complete the U.S. Merger; failure to satisfy any of the other conditions to the U.S. Merger; the U.S. Merger not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion or the U.S. Merger; failure to maintain the listing of our shares on Nasdaq or failure to list our stock on the New York Stock Exchange following the U.S. Merger or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion or the U.S. Merger; the disruption of current plans and operations by the Conversion or the U.S. Merger; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo, including our anticipated growth rate and market opportunity, changes in shareholders' rights as a result of the Conversion or the U.S. Merger; difficulty in adapting to operating under the laws of Luxembourg or the United States; the delay or abandonment of the U.S. Merger; costs or taxes related to the Conversion or the U.S. Merger; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended, and in subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 expected to be filed by a subsidiary of the Company in connection with the U.S. Merger, as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's business, financial condition, cash flow and results of operations. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this release.

Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

Conference Call Information

Criteo's senior management team will discuss the Company's earnings on a call that will take place today, August 5, 2026, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

• United States:                   +1 800 836 8184
• International:                     +1 646 357 8785
• France                               080-094-5120

Please ask to be joined into the "Criteo" call.

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce intelligence platform that drives performance for brands, agencies, retailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual sales and two decades of AI innovation, Criteo helps companies across the ecosystem make smarter decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With thousands of clients and deep partnerships across global retail and digital commerce, Criteo provides the technology and insights businesses need to compete and grow. For more information, please visit www.criteo.com.

Contacts

Investor Relations & Corporate Communications

Melanie Dambre, m.dambre@criteo.com 

Public Relations

Amanda Echavarri, a.echavarri@criteo.com 

Financial information to follow