CRITEO REPORTS FOURTH QUARTER 2025 RESULTS
Rhea-AI Summary
Criteo (NASDAQ: CRTO) reported Q4 2025 revenue of $541M (down 2% YoY; -4% CC) and FY 2025 revenue of $1.945B (up 1% YoY). FY net income was $149M with diluted EPS of $2.64. Free cash flow was $211M.
The company deployed $152M in share repurchases in 2025 and extended buyback authorization to up to $200M. Management provided 2026 guidance: Contribution ex-TAC flat to +2% CC and adjusted EBITDA margin ~32–34%.
Positive
- Free Cash Flow +16% to $211M in 2025
- Net income +30% year-over-year to $149M in 2025
- Deployed $152M for share repurchases in 2025
- Remaining buyback authorization increased to up to $200M
- Gross profit margin improved to 54% for FY 2025
Negative
- Q4 2025 revenue declined (2)% year-over-year
- Q4 2025 Adjusted EBITDA down (17)% to $120M
- Q4 Contribution ex-TAC decreased (1)% (−4% at constant currency)
- Q1 2026 Contribution ex-TAC guidance −11% to −9% year-over-year at CC
News Market Reaction – CRTO
On the day this news was published, CRTO declined 5.03%, reflecting a notable negative market reaction. Argus tracked a peak move of +4.3% during that session. Argus tracked a trough of -10.5% from its starting point during tracking. Our momentum scanner triggered 14 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $53M from the company's valuation, bringing the market cap to $996.95M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
CRTO is up 2.9% while key peers show mixed moves: IAS +0.78%, ZD +2.42%, STGW +1.49%, QNST -1.76%, EEX -0.61%, indicating a stock-specific reaction to earnings.
Previous Earnings Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Oct 29 | Q3 2025 earnings | Positive | +6.2% | Strong Q3 growth, higher margins, raised FY 2025 margin outlook, buybacks. |
| Jul 30 | Q2 2025 earnings | Positive | +0.7% | Q2 revenue and Contribution ex-TAC growth with raised full-year guidance. |
| May 02 | Q1 2025 earnings | Positive | -11.8% | Record Q1 profit, strong Retail Media and buybacks amid client scope change. |
| Feb 05 | Q4 2024 earnings | Positive | +17.6% | Strong Q4 2024 results, margin expansion, major buybacks and CEO transition. |
| Oct 30 | Q3 2024 earnings | Positive | -21.3% | Record Q3 2024 metrics and Retail Media growth but sharp negative reaction. |
Earnings headlines are generally positive, but price reactions have been mixed, with 3 aligned and 2 divergent moves.
Over the last five earnings cycles from Q3 2024 through Q3 2025, Criteo has repeatedly reported solid revenue, Contribution ex-TAC, and Adjusted EBITDA growth, often highlighting strong Retail Media trends and expanding partnerships. Guidance has typically pointed to low-to-mid single digit growth with firm margin targets, alongside sizable share repurchases and rising liquidity. Today’s Q4/FY 2025 report extends that narrative with continued profitability, cash generation, and further buybacks, while reiterating the strategic pivot toward agentic AI and the planned redomiciliation to Luxembourg.
Historical Comparison
In the past year, CRTO’s 5 earnings releases saw an average move of -1.72%. Today’s +2.9% reaction to Q4/FY 2025 results is stronger and directionally opposite to that trend.
Across Q3 2024 through Q3 2025, Criteo has shown consistent gains in gross profit, Contribution ex-TAC, and Adjusted EBITDA, while steadily increasing share repurchases and refining guidance, setting the backdrop for today’s full-year 2025 report.
Market Pulse Summary
The stock moved -5.0% in the session following this news. A negative reaction despite solid FY 2025 results would fit Criteo’s mixed history around earnings, where average moves have been -1.72% despite generally positive fundamentals. Pressure could reflect concerns over Q4 deceleration, guidance calling for flat to slightly higher Contribution ex-TAC, or temporary Retail Media scope changes. With Free Cash Flow of $211M and ongoing buybacks, attention would likely focus on whether growth can re-accelerate.
Key Terms
adjusted ebitda financial
free cash flow financial
non-gaap financial
traffic acquisition costs financial
revolving credit facility financial
diluted eps financial
AI-generated analysis. Not financial advice.
Deployed
Remaining Share Buyback Authorization Increased up to
Fourth Quarter and Fiscal Year 2025 Financial Highlights:
The following table summarizes our consolidated financial results for the three months and twelve months ended December 31, 2025:
Three Months Ended | Twelve Months Ended | |||||||||
December 31 | December 31 | |||||||||
2025 | 2024 | YoY Change | 2025 | 2024 | YoY Change | |||||
(in millions, except EPS data) | ||||||||||
GAAP Results | ||||||||||
Revenue | (2) % | 1 % | ||||||||
Gross Profit | (1) % | 7 % | ||||||||
Net Income | (36) % | 30 % | ||||||||
Gross Profit margin | 55 % | 54 % | 1ppt | 54 % | 51 % | 3ppt | ||||
Diluted EPS | (27) % | 39 % | ||||||||
Cash from operating activities | (5) % | 21 % | ||||||||
Cash and cash equivalents | 18 % | 18 % | ||||||||
Non-GAAP Results1 | ||||||||||
Contribution ex-TAC | (1) % | 5 % | ||||||||
Adjusted EBITDA | (17) % | 4 % | ||||||||
Adjusted diluted EPS | (26) % | 1 % | ||||||||
Free Cash Flow (FCF) | (8) % | 16 % | ||||||||
FCF / Adjusted EBITDA | 112 % | 101 % | 11ppt | 52 % | 47 % | 5ppt | ||||
"Criteo delivered strong performance for the year," said Michael Komasinski, Chief Executive Officer of Criteo. "We are advancing our position at the forefront of agentic commerce, with differentiated commerce data, AI driven decisioning, and global reach that provide durable advantages and support sustainable growth and long term shareholder value."
Operating Highlights
- We introduced Agentic Commerce Recommendation Service, designed to power AI shopping assistants with accurate, relevant product recommendations built on Criteo's commerce intelligence.
- We launched our Audience Agent to make audience planning smarter and faster, and our Insights Agent to empower platform users to make more strategic, data-driven decisions.
- Retail Media Contribution ex-TAC grew
2% year-over-year at constant currency2 in 2025 and decreased (18)% in Q4 2025, as expected, reflecting the impact of previously communicated scope changes with two specific Retail Media clients. - We added Lidl and JB Hi-Fi to our leading Retail Media footprint.
- Performance Media Contribution ex-TAC was up
4% year-over-year at constant currency2 in 2025 and up2% in Q4 2025. - Criteo's media spend3 was
$4.3 billion 3% year-over-year at constant currency2 and$1.4 billion 6% . - Cash from operating activities increased
21% to$311 million 16% to$211 million - We deployed
$152 million $200 million
1 | Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with | |||||||||||
2 | 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 US dollar. | |||||||||||
3 | Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients. | |||||||||||
Financial Summary
Revenue for Q4 2025 was
Revenue for 2025 was
Cash flow from operating activities was
Sarah Glickman, Chief Financial Officer, said, "We generated strong margins and cash flow in 2025, demonstrating the strength of our operating model. We returned
Fourth Quarter 2025 Results
Revenue, Gross Profit and Contribution ex-TAC
Revenue decreased (2)% year-over-year in Q4 2025, and decreased (4)% at constant currency, to
- Retail Media revenue decreased (17)%, or (18)% at constant currency, and Retail Media Contribution ex-TAC decreased (17)%, or (18)% at constant currency, reflecting the temporary impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite across the broader client base, new client integrations, and growing offsite activity.
- Performance Media revenue increased
1% , or decreased (2)% at constant currency, and Performance Media Contribution ex-TAC increased5% , or2% at constant currency, driven by the continued traction of full funnel, cross-channel activation, partially offset by lower AdTech services and supply.
Net Income and Adjusted Net Income
Net income was
Adjusted net income, a non-GAAP financial measure, was
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA was
Operating expenses increased
Fiscal Year 2025 Results
Revenue, Gross Profit and Contribution ex-TAC
Revenue increased
- Retail Media revenue increased
2% , or2% at constant currency, and Retail Media Contribution ex-TAC increased2% , or2% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform, partially offset by the temporary impact of previously communicated scope changes with two specific Retail Media clients. - Performance Media revenue was flat, or decreased (1)% at constant currency, and Performance Media Contribution ex-TAC increased
5% , or4% at constant currency, driven by the traction of full funnel, cross-channel activation, partially offset by lower AdTech services and supply revenue.
Net Income and Adjusted Net Income
Net income was
Adjusted net income was
Adjusted EBITDA and Operating Expenses
Adjusted EBITDA was
Operating expenses increased
Cash Flow, Cash and Financial Liquidity Position
Cash flow from operating activities was
Free Cash Flow was
Cash and cash equivalents, and marketable securities, increased
As of December 31, 2025, the Company had total financial liquidity of approximately
Redomiciliation to Luxembourg and Direct Listing
Following the favorable opinion of the works council, Criteo's Board of Directors has approved the previously announced proposed transfer of the Company's legal domicile from
The expected timing for completion of the Conversion remains the third quarter of 2026, subject to shareholder approval and other customary conditions. As previously announced, following the Conversion, Criteo intends to pursue a subsequent corporate redomiciliation from Luxembourg to
2026 Business Outlook
The following forward-looking statements reflect Criteo's expectations as of February 11, 2026.
Fiscal year 2026 guidance:
- Contribution ex-TAC growth of flat to +
2% at constant currency - Adjusted EBITDA margin of approximately
32% to34% of Contribution ex-TAC
First quarter 2026 guidance:
- Contribution ex-TAC between
$245 million $250 million 11% to -9% year-over-year at constant-currency - Adjusted EBITDA between
$50 million $55 million
The Company's first quarter and full year 2026 guidance reflects the near-term impact of previously communicated scope changes with two specific Retail Media clients. The first quarter of 2026 is expected to represent the low point of the year.
The Company's adjusted EBITDA outlook for the first quarter and full year 2026 reflects growth investments in agentic AI, foreign exchange headwinds on euro-based costs, and costs related to certain corporate matters.
The above guidance for the first quarter and fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: a
The above guidance assumes that no acquisitions and dispositions are completed during the first 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
Extension of Share Repurchase Authorization
Criteo's Board of Directors approved an increase of the previously authorized share repurchase program of the Company's outstanding American Depositary Shares. As of February 6, 2026, the remaining share buyback authorization was extended to up to
Under the terms of the authorization, the stock purchases may be made from time to time in compliance with applicable state and federal securities laws and applicable provisions of French corporate law. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability, as determined by Criteo's management team. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.
Non-GAAP Financial Measures
This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the
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
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 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, 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, 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
Forward-Looking Statements Disclosure
This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 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; 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 Conversion, 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; 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 Conversion; failure to satisfy any of the other conditions to the Conversion, including the condition that the option to withdraw shares for cash in connection with the Conversion is not exercised above a certain threshold; the Conversion 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; failure to list our shares on Nasdaq following the Conversion or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion; the disruption of current plans and operations by the Conversion; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the Conversion, including our anticipated growth rate and market opportunity; changes in shareholders' rights as a result of the Conversion; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program in connection with the Conversion; difficulty in adapting to operating under the laws of Luxembourg; the deferment or abandonment of the Conversion by our board of directors up to three days prior to the general shareholders' meeting to vote thereon; following the completion of the Conversion, a delay or failure in our ability to redomicile to
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, February 11, 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 media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com.
Contacts
Investor Relations & Corporate Communications
Melanie Dambre, m.dambre@criteo.com
Public Relations
Jessica Meyers, j.meyers@criteo.com
Financial information to follow
CRITEO S.A. Consolidated Statement of Financial Position ( | ||||
December 31, 2025 | December 31, 2024 | |||
Assets | ||||
Current assets: | ||||
Cash and cash equivalents | $ 342,038 | $ 290,693 | ||
Trade receivables, net of allowances of | 582,102 | 800,859 | ||
Income taxes | 14,233 | 1,550 | ||
Other taxes | 57,050 | 53,883 | ||
Marketable securities - current portion | 23,242 | 26,242 | ||
Prepaid expenses and other current assets | 53,210 | 50,887 | ||
Total current assets | 1,071,875 | 1,224,114 | ||
Property and equipment, net | 139,330 | 107,222 | ||
Intangible assets, net | 151,853 | 158,384 | ||
Goodwill | 535,761 | 515,188 | ||
Right of use asset - operating lease | 134,205 | 99,468 | ||
Marketable securities - noncurrent portion | 23,500 | 15,584 | ||
Noncurrent financial assets | 8,314 | 4,332 | ||
Deferred tax assets | 90,689 | 81,006 | ||
Other noncurrent assets | 45,680 | 61,151 | ||
Total noncurrent assets | 1,129,332 | 1,042,335 | ||
Total assets | $ 2,201,207 | $ 2,266,449 | ||
Liabilities and shareholders' equity | ||||
Current liabilities: | ||||
Trade payables | $ 566,046 | $ 802,524 | ||
Contingencies - current portion | 9,229 | 1,882 | ||
Income taxes | 27,528 | 34,863 | ||
Financial liabilities - current portion | 11,360 | 3,325 | ||
Lease liability - operating - current portion | 33,085 | 25,812 | ||
Other taxes | 14,713 | 19,148 | ||
Employee - related payables | 114,416 | 109,227 | ||
Other current liabilities | 68,277 | 49,819 | ||
Total current liabilities | 844,654 | 1,046,600 | ||
Deferred tax liabilities | 5,285 | 4,067 | ||
Defined benefit plans | 5,707 | 4,709 | ||
Lease liability - operating - noncurrent portion | 105,277 | 77,584 | ||
Contingencies - noncurrent portion | 22,729 | 31,939 | ||
Other noncurrent liabilities | 31,826 | 20,453 | ||
Total noncurrent liabilities | 170,824 | 138,752 | ||
Total liabilities | 1,015,478 | 1,185,352 | ||
Shareholders' equity: | ||||
Common shares, | 1,871 | 1,931 | ||
Treasury stock, 4,508,029 and 3,467,417 shares at cost as of December 31, 2025 | (120,853) | (125,298) | ||
Additional paid-in capital | 706,321 | 709,580 | ||
Accumulated other comprehensive loss | (68,879) | (108,768) | ||
Retained earnings | 630,750 | 571,744 | ||
Equity attributable to shareholders of Criteo S.A. | 1,149,210 | 1,049,189 | ||
Noncontrolling interests | 36,519 | 31,908 | ||
Total equity | 1,185,729 | 1,081,097 | ||
Total equity and liabilities | $ 2,201,207 | $ 2,266,449 | ||
CRITEO S.A. | ||||||||
Three Months Ended | Twelve Months Ended | |||||||
December 31 | December 31 | |||||||
2025 | 2024 | 2025 | 2024 | |||||
Revenue | $ 541,136 | $ 553,035 | ||||||
Cost of revenue | ||||||||
Traffic acquisition cost | 211,094 | 218,636 | 770,284 | 811,806 | ||||
Other cost of revenue | 32,639 | 33,428 | 125,237 | 138,512 | ||||
Gross profit | 297,403 | 300,971 | 1,049,380 | 982,971 | ||||
Operating expenses: | ||||||||
Research and development expenses | 75,266 | 67,559 | 283,303 | 279,341 | ||||
Sales and operations expenses | 110,271 | 97,356 | 394,370 | 376,090 | ||||
General and administrative expenses | 39,352 | 41,548 | 168,942 | 176,138 | ||||
Total operating expenses | 224,889 | 206,463 | 846,615 | 831,569 | ||||
Income from operations | 72,514 | 94,508 | 202,765 | 151,402 | ||||
Financial and other income | 329 | 2,206 | 809 | 3,095 | ||||
Income before taxes | 72,843 | 96,714 | 203,574 | 154,497 | ||||
Provision for income taxes | 26,472 | 24,770 | 54,195 | 39,784 | ||||
Net income | $ 46,371 | $ 71,944 | $ 149,379 | $ 114,713 | ||||
Net income attributable to shareholders of Criteo S.A. | $ 47,642 | $ 71,095 | $ 144,602 | $ 111,571 | ||||
Net (loss) income attributable to noncontrolling interests | $ (1,271) | $ 849 | $ 4,777 | $ 3,142 | ||||
Weighted average shares outstanding used in computing per share amounts: | ||||||||
Basic | 52,234,730 | 54,695,112 | 52,934,526 | 54,817,136 | ||||
Diluted | 53,107,946 | 57,640,779 | 54,792,540 | 58,605,529 | ||||
Net income attributable to shareholders per share: | ||||||||
Basic | $ 0.91 | $ 1.30 | $ 2.73 | $ 2.04 | ||||
Diluted | $ 0.90 | $ 1.23 | $ 2.64 | $ 1.90 | ||||
CRITEO S.A. Consolidated Statement of Cash Flows ( | ||||||||
Three Months Ended | Twelve Months Ended | |||||||
December 31 | December 31 | |||||||
2025 | 2024 | 2025 | 2024 | |||||
Cash flows from operating activities | ||||||||
Net income | $ 46,371 | $ 71,944 | $ 149,379 | $ 114,713 | ||||
Noncash and nonoperating items | 61,584 | 56,105 | 175,203 | 192,118 | ||||
- Amortization and provisions | 32,327 | 20,620 | 129,446 | 87,754 | ||||
- Equity awards compensation expense | 5,811 | 20,424 | 57,848 | 102,617 | ||||
- Gain on disposal of and impairment of long-lived assets | 1,787 | 6,494 | 1,728 | 7,418 | ||||
- Change in uncertain tax positions | 9,938 | (7) | 10,359 | 1,757 | ||||
- Net change in fair value of earn-out | — | (2,195) | — | 1,007 | ||||
- Change in deferred taxes | (30,920) | (9,670) | (7,533) | (26,040) | ||||
- Change in income taxes | 42,497 | 28,710 | (21,992) | 19,389 | ||||
- Other | 144 | (8,271) | 5,347 | (1,784) | ||||
Changes in assets and liabilities | 52,738 | 41,405 | (13,345) | (48,670) | ||||
- Trade receivables | (15,749) | (167,111) | 245,977 | (28,516) | ||||
- Trade payables | 34,318 | 193,703 | (265,395) | (17,160) | ||||
- Other current assets | 8,340 | 10,881 | 13,665 | 10,142 | ||||
- Other current liabilities | 24,385 | 2,925 | (7,505) | (11,314) | ||||
- Change in operating lease liabilities and right of use assets | 1,444 | 1,007 | (87) | (1,822) | ||||
NET CASH PROVIDED BY OPERATING ACTIVITIES | 160,693 | 169,454 | 311,237 | 258,161 | ||||
Cash flows from investing activities | ||||||||
Acquisition of intangible assets, property and equipment | (27,429) | (24,159) | (102,739) | (78,112) | ||||
Disposal of intangibles assets, property and equipment | 934 | 765 | 2,013 | 1,476 | ||||
Payment for businesses, net of cash acquired | — | — | — | (527) | ||||
Purchases of investment securities | (5,257) | (20,950) | (28,436) | (26,688) | ||||
Maturities and sales of investment securities | (258) | 5,409 | 28,029 | 5,950 | ||||
NET CASH USED IN INVESTING ACTIVITIES | (32,010) | (38,935) | (101,133) | (97,901) | ||||
Cash flows from financing activities | ||||||||
Proceeds from exercise of stock options | — | 117 | 1,897 | 4,550 | ||||
Repurchase of treasury stocks | (36,620) | (67,103) | (152,064) | (224,595) | ||||
Cash payment for contingent consideration | — | (51,983) | — | (51,983) | ||||
Change in other financing activities | (475) | 2,825 | (1,309) | 1,529 | ||||
NET CASH USED IN FINANCING ACTIVITIES | (37,095) | (116,144) | (151,476) | (270,499) | ||||
Effect of exchange rates changes on cash and cash equivalents | (4,564) | (7,422) | (7,212) | (10,159) | ||||
Net increase (decrease) in cash and cash equivalents and restricted cash | 87,024 | 6,953 | 51,416 | (120,398) | ||||
Net cash and cash equivalents and restricted cash at the beginning of the period | 255,335 | 283,990 | 290,943 | 411,341 | ||||
Net cash and cash equivalents and restricted cash at the end of the period | $ 342,359 | $ 290,943 | $ 342,359 | $ 290,943 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
Cash paid for taxes, net of refunds | $ 3,474 | $ (4,606) | $ (64,930) | $ (40,705) | ||||
Cash paid for interest | $ (615) | $ (328) | $ (1,584) | $ (1,360) | ||||
Non-cash investing and financing activities: | ||||||||
Intangible assets, property, and equipment acquired through payables | $ 18,126 | $ 1,758 | $ 18,126 | $ 1,758 | ||||
CRITEO S.A. Reconciliation of Cash from Operating Activities to Free Cash Flow ( | ||||||||
Three Months Ended | Twelve Months Ended | |||||||
December 31 | December 31 | |||||||
2025 | 2024 | 2025 | 2024 | |||||
CASH FROM OPERATING ACTIVITIES | $ 311,237 | $ 258,161 | ||||||
Acquisition of intangible assets, property and equipment | (27,429) | (24,159) | (102,739) | (78,112) | ||||
Disposal of intangible assets, property and equipment | 934 | 765 | 2,013 | 1,476 | ||||
FREE CASH FLOW (1) | $ 210,511 | $ 181,525 | ||||||
(1) | Free Cash Flow is defined as cash flow from operating activities less net acquisitions of intangible assets, property and equipment. |
CRITEO S.A. Reconciliation of Contribution ex-TAC to Gross Profit ( | |||||||||||
Three Months Ended | Twelve Months Ended | ||||||||||
December 31 | December 31 | ||||||||||
2025 | 2024 | YoY Change | 2025 | 2024 | YoY Change | ||||||
Gross Profit | 297,403 | 300,971 | (1) % | 1,049,380 | 982,971 | 7 % | |||||
Other Cost of Revenue | 32,639 | 33,428 | (2) % | 125,237 | 138,512 | (10) % | |||||
Contribution ex-TAC (1) | $ 330,042 | $ 334,399 | (1) % | $ 1,174,617 | $ 1,121,483 | 5 % | |||||
(1) | Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. |
CRITEO S.A. Segment Information ( | |||||||||||||||||
Three Months Ended | Twelve Months Ended | ||||||||||||||||
December 31 | December 31 | ||||||||||||||||
Segment | 2025 | 2024 | YoY | YoY | 2025 | 2024 | YoY | YoY | |||||||||
Revenue | |||||||||||||||||
Retail Media | $ 76,347 | $ 91,889 | (17) % | (18) % | $ 263,872 | $ 258,303 | 2 % | 2 % | |||||||||
Performance Media | 464,789 | 461,146 | 1 % | (2) % | 1,681,029 | 1,674,986 | — % | (1) % | |||||||||
Total | 541,136 | 553,035 | (2) % | (4) % | 1,944,901 | 1,933,289 | 1 % | — % | |||||||||
Contribution ex-TAC | |||||||||||||||||
Retail Media | 74,620 | 90,228 | (17) % | (18) % | 259,684 | 253,846 | 2 % | 2 % | |||||||||
Performance Media | 255,422 | 244,171 | 5 % | 2 % | 914,933 | 867,637 | 5 % | 4 % | |||||||||
Total (1) | $ 330,042 | $ 334,399 | (1) % | (4) % | $ 1,174,617 | $ 1,121,483 | 5 % | 3 % | |||||||||
(1) | Refer to the Non-GAAP Financial Measures section of this filing for a definition of the Non-GAAP metric. |
(2) | 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 |
CRITEO S.A. Reconciliation of Adjusted EBITDA to Net Income ( | ||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||
December 31 | December 31 | |||||||||||
2025 | 2024 | YoY Change | 2025 | 2024 | YoY Change | |||||||
Net income | $ 46,371 | $ 71,944 | (36) % | $ 149,379 | $ 114,713 | 30 % | ||||||
Adjustments: | ||||||||||||
Financial Income | (329) | (2,206) | 85 % | (460) | (3,095) | 85 % | ||||||
Provision for income taxes | 26,472 | 24,770 | 7 % | 54,195 | 39,784 | 36 % | ||||||
Equity related compensation | 7,079 | 21,710 | (67) % | 59,573 | 105,742 | (44) % | ||||||
Pension service costs | 203 | (23) | 983 % | 786 | 495 | 59 % | ||||||
Depreciation and amortization expense (2) | 31,092 | 25,514 | 22 % | 122,320 | 101,193 | 21 % | ||||||
Acquisition-related costs | — | (522) | 100 % | — | 1,439 | (100) % | ||||||
Restructuring, integration and transformation costs | 9,200 | 2,821 | 226 % | 18,531 | 29,847 | (38) % | ||||||
Other noncash or nonrecurring events (2) (3) | — | — | NM | 2,372 | — | NM | ||||||
Total net adjustments | 73,717 | 72,064 | 2 % | 257,317 | 275,405 | (7) % | ||||||
Adjusted EBITDA (1) | $ 120,088 | $ 144,008 | (17) % | $ 406,696 | $ 390,118 | 4 % | ||||||
(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 |
(3) | During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for |
CRITEO S.A. Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP ( | ||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||
December 31 | December 31 | |||||||||||
2025 | 2024 | YoY | 2025 | 2024 | YoY | |||||||
Research and Development expenses | $ 75,266 | $ 67,559 | 11 % | $ 283,303 | $ 279,341 | 1 % | ||||||
Equity related compensation | 5,397 | 9,713 | (44) % | 20,997 | 54,628 | (62) % | ||||||
Depreciation and Amortization expense (2) | 21,454 | 13,740 | 56 % | 82,911 | 51,936 | 60 % | ||||||
Pension service costs | 112 | 57 | 96 % | 434 | 330 | 32 % | ||||||
Restructuring, integration and transformation costs | 537 | 412 | 30 % | 1,025 | 8,576 | (88) % | ||||||
Other noncash or nonrecurring events(2) | — | — | NM | 872 | — | NM | ||||||
Non GAAP - Research and Development expenses | 47,766 | 43,637 | 9 % | 177,064 | 163,871 | 8 % | ||||||
Sales and Operations expenses | 110,271 | 97,356 | 13 % | 394,370 | 376,090 | 5 % | ||||||
Equity related compensation | 5,194 | 6,892 | (25) % | 19,384 | 22,985 | (16) % | ||||||
Depreciation and Amortization expense | 2,193 | 3,311 | (34) % | 12,704 | 12,960 | (2) % | ||||||
Pension service costs | 26 | (110) | 124 % | 102 | (32) | 419 % | ||||||
Restructuring, integration and transformation costs | 2,269 | (26) | NM | 2,358 | 5,467 | (57) % | ||||||
Non GAAP - Sales and Operations expenses | 100,589 | 87,289 | 15 % | 359,822 | 334,710 | 8 % | ||||||
General and Administrative expenses | 39,352 | 41,548 | (5) % | 168,942 | 176,138 | (4) % | ||||||
Equity related compensation | (3,512) | 5,105 | (169) % | 19,192 | 28,129 | (32) % | ||||||
Depreciation and Amortization expense | 369 | 391 | (6) % | 1,433 | 1,716 | (16) % | ||||||
Pension service costs | 65 | 30 | 117 % | 250 | 197 | 27 % | ||||||
Acquisition-related costs | — | (522) | 100 % | — | 1,439 | (100) % | ||||||
Restructuring, integration and transformation costs | 6,394 | 2,435 | 163 % | 15,148 | 15,804 | (4) % | ||||||
Other noncash or nonrecurring events (3) | — | — | NM | 1,500 | — | NM | ||||||
Non GAAP - General and Administrative expenses | 36,036 | 34,109 | 6 % | 131,419 | 128,853 | 2 % | ||||||
Total Operating expenses | 224,889 | 206,463 | 9 % | 846,615 | 831,569 | 2 % | ||||||
Equity related compensation | 7,079 | 21,710 | (67) % | 59,573 | 105,742 | (44) % | ||||||
Depreciation and Amortization expense | 24,016 | 17,442 | 38 % | 97,048 | 66,612 | 46 % | ||||||
Pension service costs | 203 | (23) | 983 % | 786 | 495 | 59 % | ||||||
Acquisition-related costs | — | (522) | 100 % | — | 1,439 | (100) % | ||||||
Restructuring, integration and transformation costs | 9,200 | 2,821 | 226 % | 18,531 | 29,847 | (38) % | ||||||
Other noncash or nonrecurring events (2) (3) | $ — | $ — | NM | $ 2,372 | $ — | NM | ||||||
Total Non GAAP Operating expenses (1) | $ 184,391 | $ 165,035 | 12 % | $ 668,305 | $ 627,434 | 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 |
(3) | During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for |
CRITEO S.A. Reconciliation of Adjusted Net Income to Net Income ( | ||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||
December 31 | December 31 | |||||||||||
2025 | 2024 | YoY | 2025 | 2024 | YoY | |||||||
Net income | $ 46,371 | $ 71,944 | (36) % | $ 149,379 | $ 114,713 | 30 % | ||||||
Adjustments: | ||||||||||||
Equity related compensation | 7,079 | 21,710 | (67) % | 59,573 | 105,742 | (44) % | ||||||
Amortization of acquisition-related intangible assets | 8,530 | 8,573 | (1) % | 37,061 | 34,860 | 6 % | ||||||
Acquisition related costs | — | (522) | 100 % | — | 1,439 | (100) % | ||||||
Restructuring, integration and transformation costs | 9,200 | 2,821 | 226 % | 18,531 | 29,847 | (38) % | ||||||
Other noncash or nonrecurring events (2) (3) | — | — | NM | 2,372 | — | NM | ||||||
Tax impact of the above adjustments (4) | (2,118) | (3,686) | 43 % | (13,931) | (18,734) | 26 % | ||||||
Total net adjustments | 22,691 | 28,896 | (21) % | 103,606 | 153,154 | (32) % | ||||||
Adjusted net income (1) | $ 69,062 | $ 100,840 | (32) % | $ 252,985 | $ 267,867 | (6) % | ||||||
Weighted average shares outstanding | ||||||||||||
- Basic | 52,234,730 | 54,695,112 | 52,934,526 | 54,817,136 | ||||||||
- Diluted | 53,107,946 | 57,640,779 | 54,792,540 | 58,605,529 | ||||||||
Adjusted net income per share | ||||||||||||
- Basic | $ 1.32 | $ 1.84 | (28) % | $ 4.78 | $ 4.89 | (2) % | ||||||
- Diluted | $ 1.30 | $ 1.75 | (26) % | $ 4.62 | $ 4.57 | 1 % | ||||||
(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 |
(3) | During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for |
(4) | 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) ( | ||||||||||||
Three Months Ended | Twelve Months Ended | |||||||||||
December 31 | December 31 | |||||||||||
2025 | 2024 | YoY Change | 2025 | 2024 | YoY Change | |||||||
Gross Profit as reported | $ 297,403 | $ 300,971 | (1) % | $ 982,971 | 7 % | |||||||
Other cost of revenue as reported | 32,639 | 33,428 | (2) % | 125,237 | 138,512 | (10) % | ||||||
Contribution ex-TAC as reported(2) | 330,042 | 334,399 | (1) % | 1,174,617 | 1,121,483 | 5 % | ||||||
Conversion impact | (8,138) | — | (13,936) | — | ||||||||
Contribution ex-TAC at constant currency | 321,904 | 334,399 | (4) % | 1,160,681 | 1,121,483 | 3 % | ||||||
Traffic acquisition costs as reported | 211,094 | 218,636 | (3) % | 770,284 | 811,806 | (5) % | ||||||
Conversion impact | (4,487) | — | (7,198) | — | ||||||||
Traffic acquisition costs at constant currency | 206,607 | 218,636 | (6) % | 763,086 | 811,806 | (6) % | ||||||
Revenue as reported | 541,136 | 553,035 | (2) % | 1,944,901 | 1,933,289 | 1 % | ||||||
Conversion impact | (12,625) | — | (21,134) | — | ||||||||
Revenue at constant currency | $ 528,511 | $ 553,035 | (4) % | — % | ||||||||
(1) | 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 |
(2) | Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. |
CRITEO S.A. Information on Share Count (unaudited) | ||||
Twelve Months Ended | ||||
2025 | 2024 | |||
Shares outstanding as at January 1, | 54,277,422 | 55,765,091 | ||
Weighted-average effect of changes in shares outstanding during the period | (1,342,896) | (947,955) | ||
Basic number of shares - Basic EPS basis | 52,934,526 | 54,817,136 | ||
Dilutive effect of share-based awards - Treasury method | 1,858,014 | 3,788,393 | ||
Diluted number of shares - Diluted EPS basis | 54,792,540 | 58,605,529 | ||
Shares issued as at December 31, before Treasury stock | 55,659,895 | 57,744,839 | ||
Treasury stock as of December 31, | (4,508,029) | (3,467,417) | ||
Shares outstanding as of December 31, after Treasury stock | 51,151,866 | 54,277,422 | ||
CRITEO S.A. Supplemental Financial Information and Operating Metrics ( | |||||||||||
YoY Change | QoQ Change | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | Q1 2024 | Q4 2023 | |
Clients | (3) % | (1) % | 16,786 | 16,977 | 17,142 | 17,084 | 17,269 | 17,162 | 17,744 | 17,767 | 18,197 |
Revenue | (2) % | 15 % | 541,136 | 469,660 | 482,671 | 451,434 | 553,035 | 458,892 | 471,307 | 450,055 | 566,302 |
(12) % | 20 % | 241,987 | 201,978 | 199,797 | 192,908 | 274,620 | 206,816 | 212,374 | 198,365 | 280,597 | |
EMEA | 11 % | 16 % | 202,901 | 174,335 | 185,955 | 164,861 | 183,372 | 161,745 | 168,496 | 162,842 | 189,291 |
APAC | 1 % | 3 % | 96,248 | 93,347 | 96,919 | 93,665 | 95,043 | 90,331 | 90,437 | 88,848 | 96,414 |
Revenue | (2) % | 15 % | 541,136 | 469,660 | 482,671 | 451,434 | 553,035 | 458,892 | 471,307 | 450,055 | 566,302 |
Retail Media | (17) % | 14 % | 76,347 | 67,114 | 60,913 | 59,498 | 91,889 | 60,765 | 54,777 | 50,872 | 76,583 |
Performance Media | 1 % | 15 % | 464,789 | 402,546 | 421,758 | 391,936 | 461,146 | 398,127 | 416,530 | 399,183 | 489,719 |
TAC | (3) % | 16 % | 211,094 | 181,526 | 190,602 | 187,062 | 218,636 | 192,789 | 204,214 | 196,167 | 249,926 |
Retail Media | 4 % | 103 % | 1,727 | 849 | 904 | 708 | 1,661 | 1,182 | 911 | 703 | 2,429 |
Performance Media | (4) % | 16 % | 209,367 | 180,677 | 189,698 | 186,354 | 216,975 | 191,607 | 203,303 | 195,464 | 247,497 |
Contribution ex-TAC (1) | (1) % | 15 % | 330,042 | 288,134 | 292,069 | 264,372 | 334,399 | 266,103 | 267,093 | 253,888 | 316,376 |
Retail Media | (17) % | 13 % | 74,620 | 66,265 | 60,009 | 58,790 | 90,228 | 59,583 | 53,866 | 50,169 | 74,154 |
Performance Media | 5 % | 15 % | 255,422 | 221,869 | 232,060 | 205,582 | 244,171 | 206,520 | 213,227 | 203,719 | 242,222 |
Cash flow from | (5) % | 79 % | 160,688 | 89,600 | (1,397) | 62,341 | 169,454 | 57,503 | 17,187 | 14,017 | 161,340 |
Capital expenditures | 13 % | 19 % | 26,495 | 22,258 | 34,882 | 17,091 | 23,394 | 18,899 | 21,119 | 13,224 | 19,724 |
Net cash position | 18 % | 34 % | 342,359 | 255,335 | 206,024 | 286,171 | 290,942 | 283,990 | 291,698 | 341,862 | 411,257 |
Headcount | 4 % | — % | 3,649 | 3,650 | 3,621 | 3,533 | 3,507 | 3,504 | 3,498 | 3,559 | 3,563 |
Days Sales | (5) days | (7) days | 57 | 64 | 65 | 68 | 62 | 65 | 64 | 66 | 58 |
(1) | Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric. |
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SOURCE Criteo Corp