Criteo (CRTO) 10-K 2024 FY Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                  

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)

France			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
32 Rue Blanche	Paris	France	75009
(Address of principal executive offices)			(Zip Code)

+33 1 75 85 09 39

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

(Title of class)		(Trading Symbol(s))	(Name of exchange on which registered)
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share		CRTO	Nasdaq Global Select Market
Ordinary shares, nominal value €0.025 per share	*		Nasdaq Global Select Market	*

* Not for trading, but only in connection with the registration of the American Depositary Shares.

          Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ☒    No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ☐   No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes  ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a

smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated

filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report ☒   

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of

the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of

incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period

pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐    No ☒

          The aggregate market value of voting stock held by non-affiliates of the registrant as of June 28, 2024, the last

business day of the registrant's most recently completed second fiscal quarter, was $2,016 million, based on the closing

price of the American Depositary Shares as reported by the Nasdaq Global Select Market on such date. Ordinary shares,

nominal value €0.025 per share, held by each officer and director and by each person who owns or may be deemed to

own 10% or more of the outstanding ordinary shares have been excluded since such persons may be deemed to be

affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

          As of February 21, 2025, the registrant had 54,343,496 ordinary shares, nominal value €0.025 per share,

outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the registrant’s proxy statement for the 2025 Annual

Meeting of Shareholders. Such proxy statement will be filed no later than 120 days after the close of the registrant’s fiscal

year ended December 31, 2024. 

CRITEO S.A.

ANNUAL REPORT ON FORM 10-K

For The Fiscal Year Ended December 31, 2024

TABLE OF CONTENTS

PART I
Item 1	Business	1
Item 1A	Risk Factors	16
Item 1B	Unresolved Staff Comments	36
Item 1C	Cybersecurity	36
Item 2	Properties	37
Item 3	Legal Proceedings	37
Item 4	Mine Safety Disclosures	37
PART II
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	38
Item 6	[Reserved]	49
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	50
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	76
Item 8	Financial Statements and Supplementary Data	77
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77
Item 9A	Controls and Procedures	77
Item 9B	Other Information	78
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	78
PART III
Item 10	Directors, Executive Officers and Corporate Governance	79
Item 11	Executive Compensation	79
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	79
Item 13	Certain Relationships and Related Transactions, and Director Independence	79
Item 14	Principal Accounting Fees and Services	79
PART IV
Item 15	Exhibits and Financial Statement Schedules	80
Item 16	Form 10-K Summary	82

General

Except where the context otherwise requires, all references in this Annual Report on Form 10-K ("Form 10-K") to the

"Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In

this Form 10-K, references to "$" and "US$" are to United States dollars. Our audited consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S.

GAAP. Unless otherwise indicated, the statistical and financial data contained in this Form 10-K are presented as of

December 31, 2024.

Trademarks

"Criteo," the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-K are the property of

Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-K are the property of

their respective holders.

Special Note Regarding Forward-Looking Statements

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), that are based on our management’s beliefs and assumptions and on information currently available to our

management. All statements other than present and historical facts and conditions contained in this Form 10-K, including

statements regarding our future results of operations and financial position, business strategy, plans and our objectives for

future operations, are forward-looking statements. When used in this Form 10-K, the words "anticipate," "believe," "can,"

"could," "estimate," "expect," "intend," "is designed to," "may," "might," "objective," "plan," "potential," "predict," "project,"

"seek," "should," "will," "would" or the negative of these and similar expressions identify forward-looking statements.

You should refer to Item 1A "Risk Factors" of this Form 10-K for a discussion of important factors that may cause our actual

results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors,

we cannot assure you that the forward-looking statements in this Form 10-K will prove to be accurate. Furthermore, if our

forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties

in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any

other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation

to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise,

except as required by law.

You should read this Form 10-K and the documents that we reference in this Form 10-K and have filed as exhibits to this

Form 10-K completely and with the understanding that our actual future results may be materially different from what we

expect. We qualify all of our forward-looking statements by these cautionary statements.

 This Form 10-K contains market data and industry forecasts that were obtained from industry publications. These data and

forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such

information. We have not independently verified any third-party information. While we believe the market position, market

opportunity and market size information included in this Form 10-K is generally reliable, such information is inherently

imprecise.

Summary Risk Factors

Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties

described in “Item 1A. Risk Factors”, which are summarized below:

•If we fail to innovate, enhance our brand, adapt and respond effectively to rapidly changing technology, our

offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address

new marketing goals for our clients are inherently risky and may not be successful.

•The market in which we participate is intensely competitive, and we may not be able to compete successfully with

our current or future competitors.

•Our success depends on our ability to implement our business transformation and achieve our global business

strategies.

•The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our

client and publisher content could result in significant costs to us, lost revenue and diminished business

opportunities.

•Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon

which we rely, which could materially impact our business and results of operations.

•We have substantial client concentration in certain markets and solutions, with a limited number of clients

accounting for a substantial portion of our revenues in those areas.

•We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic transactions,

which may adversely affect our ability to achieve our growth and business objectives.

•Our international operations and expansion expose us to several risks.

•Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect

our ability to conduct our business.

•Our ability to generate revenue depends on our collection of significant amounts of data from various sources,

which may be restricted by consumer choice, clients, publishers and retail partners, browsers or other software,

changes in technology, and new developments in laws, regulations and industry standards.

•We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may

increase the risk that we will not be successful. Our historical growth rates may not be indicative of our future

growth, and we may have difficulty sustaining profitability.

•We derive a significant portion of our revenue from companies in the retail, travel and classified industries, and any

downturn in these industries or any changes in regulations affecting these industries could harm our business.

•We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent

or retain our senior management team and other key employees, we may not be able to achieve our business

objectives.

•As we expand the market for our solutions, we may become more dependent on advertising agencies as

intermediaries, which may adversely affect our ability to attract and retain business.

•Our future success will depend in part on our ability to expand into new industry verticals.

•Our future success will depend in part on our ability to expand into new advertising channels.

•We experience fluctuations in our results of operations due to a number of factors, which make our future results

difficult to predict and could cause our operating results to fall below expectations or our guidance.

•Our business involves the use, transmission and storage of personal data and confidential information, and the

failure to properly safeguard such information could result in significant reputational harm and monetary damages.

•If we are unable to protect our proprietary information or other intellectual property, our business could be

adversely affected.

•Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our

offerings, could significantly disrupt our operations and cause us to lose clients.

•Our business may suffer if it is alleged or determined that our technology or another aspect of our business

infringes the intellectual property rights of others.

•Our inability to use software licensed from third parties, or our use of open source software under license terms

that interfere with our proprietary rights, could disrupt our business.

•The market price for the ADSs has been and may continue to be volatile or may decline regardless of our operating

performance.

•Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our results

of operations, financial condition, or share price.

•We may need additional capital in the future to meet our financial obligations and to pursue our business

objectives.  Additional capital may not be available on favorable terms, or at all, and may contain restrictions which

could compromise our ability to meet our financial obligations and operate and grow our business.

•Our business could be negatively impacted by the activities of hedge funds or short sellers.

•We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return on

your investment will depend on appreciation in the price of the ADSs.  In addition, French law may limit the amount

of dividends we are able to distribute.

•Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.

•You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

•Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive

dividends in shares may be limited, which may cause dilution to your holdings.

•You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary

shares.

•U.S. investors may have difficulty enforcing civil liabilities against our Company and directors and senior

management.

•The rights of shareholders in companies subject to French corporate law differ in material respects from the rights

of shareholders of corporations incorporated in the U.S.

•In periods of macroeconomic and geopolitical uncertainty beyond our control, businesses may delay or reduce

their spending on advertising, which may expose us to the credit risk of some of our clients and adversely affect

our business, financial condition, results of operations and/or cash flows.

•Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our

results of operations.

•We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes or

laws, or revised interpretations thereof, that may negatively affect our results of operations.

•If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial

results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.

•U.S. holders of our ADSs may suffer adverse tax consequences if we are treated as a "passive foreign investment

company" for U.S. federal income tax purposes.

•If a U.S. holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S. federal

income tax consequences.

1

PART I

Item 1.    Business

History and Development of the Company

Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic

on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A. We are

registered at the Paris Commerce and Companies Register under the number 484 786 249. Our agent for service of

process in the United States ("U.S.") is National Registered Agents, Inc.

Business Overview

We are the global Commerce Media company that enables marketers and media owners to drive better commerce

outcomes. We leverage commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media

monetization to reach consumers throughout their shopping journey. Our vision is to bring richer experiences to every

consumer by enabling discovery, innovation, and choice through trusted and impactful advertising.

We enable brands', retailers' and media owners’ growth by providing best-in-class marketing and monetization services

and infrastructure on the open Internet, driving approximately $31 billion of commerce outcomes for our customers – in the

form of product sales for retailers, brands and marketers and advertising revenues for media owners. We differentiate by

delivering the best performing commerce audiences at scale and through the activation of commerce data in a privacy-by-

design way through proprietary AI technology to reach and engage consumers in real time with highly relevant digital

advertisements ("ads") based on shared characteristics across all stages of the consumer journey. Our data offers deep

insights into consumer intent and purchasing habits.

Our business is grounded on commerce media. As of December 31, 2024, we served approximately 17,000 clients

including many of the largest and most sophisticated consumer brands, retailers, commerce companies and media owners

in the world. We partner with them to capture user activity on their websites and mobile applications ("apps"), which we

define as digital properties, and leverage that data to deliver superior ad performance to help marketers, brands and

agencies reach their campaign objectives from top to bottom of the marketing funnel. This includes powering the retail

media ecosystem as we enable brands to reach shoppers with relevant ads near the digital point of sale on retailer and

marketplace websites while enabling retailers to monetize their ad inventory and add a new, high margin revenue stream.

In each of the last three years, our average client retention rate, as measured on a quarterly basis, was approximately

90%.

Demonstrating the depth and scale of our commerce data, we have exposure to $1 trillion in online sales transactions on

our clients' digital properties in the year ended December 31, 2024. Based on this data and other assets, we activated over

$4.3 billion of media spend on behalf of our clients and delivered 2 trillion targeted ads in the year ended December 31,

2024.

We have established our leading market position in commerce media by focusing on three key assets that differentiate us:

actionable commerce data, extensive media access, and world-class predictive AI technology. Our large dataset is uniquely

focused on commerce and shoppers, our media access across our broad direct network of media owner partners provides

large consumer reach as we see approximately 720 million daily active users, and our purpose-built AI technology activates

this data and media to drive multiple commerce outcomes for our customers.

Each day, we are presented with billions of opportunities to connect consumers with relevant advertising messages from

our commerce and consumer brand clients in compliance with the highest privacy standards, including the General Data

Protection Regulation ("GDPR") and California Consumer Privacy Act ("CCPA"). For each of these opportunities, our

algorithms analyze massive volumes of shopping data to predict consumer preferences and intent, and deliver specific

messaging for products or services that are likely to engage that particular consumer. The accuracy of our algorithms

improves with every ad we deliver, as they incorporate new data while continuing to learn from prior interactions.

1 Source: McKinsey, Magna Global, eMarketer, GroupM

2

Industry Trends

We operate in commerce media, the fourth wave in digital advertising after display, search and social, leveraging our

performance assets along with our Retail Media expertise to deliver impactful ads and reach consumers throughout their

shopping journey, when they are the most willing to purchase.

We believe the following trends are relevant in assessing our current and future business:

Ecommerce is Booming: According to eMarketer, global retail ecommerce penetration is expected to grow to 23% in

2027, up from 20% in 2024. Ecommerce growth creates more advertising inventory in places where commerce audiences

are, and it increases our ability to attract more ad spend. Approximately, 70% of Retail Media ad spend was captured by

Amazon in 2023, while Amazon represents approximately a third of total e-commerce Gross Merchandise Value, or GMV.

Amazon currently has a disproportionate share of Retail Media investments, and this presents a clear opportunity for

brands to diversify their budgets across other Retail Media Networks.

First-Party Data Unlocks Huge Potential: Retailers leverage their shoppers’ first-party data to drive advertising revenue.

They are creating media experiences around their content assets utilizing their first-party data to curate and monetize their

audiences. First-party data is also increasingly valuable in the absence of third-party identifiers.

Budgets Shift to Retail Media: More ad budgets are shifting to Retail Media because it performs and it scales, and these

budgets are coming from multiple sources. Retail Media budgets come from shopper and trade marketing budgets. Brands

are taking advantage of this surge in ecommerce and accelerating the shift of their trade marketing budgets to online to

address consumers at the digital point of sales, recreating in-store experiences on digital shelves. Retail Media is also

benefiting from marketers reallocating brand budgets from TV, radio, and print to digital advertising given its proximity to

product sales and its hyper-targeting capabilities using valuable first-party data. Within the digital advertising sector, search

and social budgets are moving to Retail Media networks due to their high performance.

Brands, Retailers and Publishers Increasingly Depend on AdTech Partners: Changes in online identity make the

environment more complex for both marketers and media owners around addressability and measurement. These changes

require brands and retailers to better leverage AdTech providers to solve these problems and continue to drive

performance for them. The ability for media owners, retailers, brands and agencies to identify users, create and monetize

commerce audiences, and drive sales and customer loyalty, today relies on having the right technology partner, able to

activate the right data in an efficient way and measure the results in a transparent way across channels.

Addressable Market

Starting with Retail Media, we estimate that our serviceable available market (excluding Amazon and China), or SAM, will

reach $42 billion by 2026 and $50 billion in advertising spend by 2027 growing at a 20% CAGR.

When including Amazon and China, the Total Addressable Market, or TAM, for Retail Media is expected to reach $204

billion in advertising spend by 2027.1

Criteo's Commerce Media Platform

Since 2018, and accelerating since 2020, Criteo has deeply transformed itself and is now a multi-solution Commerce

Media Platform provider.

The Criteo Commerce Media Platform directly connects advertisers with retailers and publishers on the open internet. We

offer marketer and media owner clients a single platform for first-party data-based marketing and monetization, that

provides a holistic suite of solutions, powered by AI technology and activates the world’s largest set of commerce data to

predict outcomes and deliver targeted ads throughout the buyer journey, from discovery to purchase.

Our technology is optimized to drive trusted and impactful business outcomes efficiently and effectively for our advertiser,

retailer and media owner clients. These include, for example, driving discovery of our clients' brand, products and points of

purchase, enabling effective customer acquisition and engagement in their commerce environments and ultimately

increasing volume of  product sales, and increasing post sale loyalty and lifetime value.

3

For media owner and retailer monetization, this includes driving advertising revenue and yield by monetizing their data and

audiences with consumer brands both directly and through indirect demand partners.

Our Solutions

On the supply side, we enable media owners to earn more revenue by enriching and activating their first-party data and

advertising inventory:

•Commerce Yield is a suite of monetization solutions giving retailers and marketplaces full control to achieve

maximum monetization of their digital assets through inventory and data management, packaging, and in-depth

insights.

•Commerce Grid is a Commerce Supply Side Platform ("SSP") for media owner data and inventory monetization

which powers Commerce Growth and provides commerce media access to the world's leading agencies through

the DSP of their choice.

On the demand side, our goal is to maximize returns for advertisers by delivering impactful advertising to the right

consumer across the entire shopping journey:

•Commerce Max is a Commerce self-service Demand Side Platform (“DSP”) used by brands, agencies and

retailers, enabling media planning and buying on retailer and open internet inventories, all with closed-loop

product-level conversion measurement.

•Commerce Growth is a powerful, performance marketing tool used by Direct-to-Consumer brands and their

agencies to drive discovery and to acquire and retain high value customers. It includes full-funnel Commerce

Audience targeting. from brand and product discovery in the upper funnel to traffic and customer acquisition in the

mid-funnel, and retargeting and retention in the lower funnel. Commerce Audiences leverage our large-scale

commerce data and AI-powered audience modelling technology to find shoppers who are likely to respond well to

newly discovered brand offers or are already in-market for a given product or service.

•Commerce Go is Criteo’s highly automated and next generation Commerce Growth tool set which allows

advertisers to create and launch an outcome-based campaign in five clicks.

4

Our Segments

Criteo operates as a unified Commerce Media Platform that directly connects advertisers with retailers and publishers on

the open internet. In the first quarter of 2024, Criteo changed its segment reporting structure and now reports its business

results as two operating and reportable segments: Retail Media and Performance Media.

Retail Media assists retailers in generating high-margin advertising revenues from brands and agencies looking to address

multiple marketing goals with strong return on ad spend (ROAS), and to drive sales for themselves, by monetizing their

audiences through personalized ads, either on their own digital store (also called "onsite") or on media owner properties on

the open Internet (also called "offsite").

Examples of expected business outcomes driven by Retail Media include:

•Generating advertising revenue for retailers on their online store, by providing retailers with self-service access

to our technology platform for them to monetize their ad inventory, commerce data, traffic and audiences directly

with consumer brands across various marketing goals;

•Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and

retailers and engaging consumers on the retailer's digital property with personalized ads offering specific brand

products available on the retailer's digital store and for which consumers have expressed interest; and

•Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and

retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads

offering specific brand products available on the retailer's digital store and for which consumers have expressed

interest.

Our retailer and brand customers respectively manage their Retail Media revenues and budgets using a self-service

interface. We charge retailers a negotiated supply-side platform fee and sometimes a technology fee, while brands pay us

a negotiated demand-side platform fee. In addition, we may charge brands a managed-service fee and other fees for

accessing additional insights.

On the supply side of Retail media, Criteo's retailer monetization solution suite, Commerce Yield, provides retailers,

marketplaces and commerce companies with a complete media tool set. Commerce Yield combines Criteo's former Retail

Media Platform with several solutions derived from recent strategic acquisitions, such as marketplace tactics and formats,

and digital-shelf insights to support enterprise-level retail media buys.

On the demand side of Retail Media, Criteo’s self-service demand-side platform (DSP), Commerce Max, gives brands and

agencies a single point of entry to Retail Media inventory onsite and across premium publishers offsite.

•Brands and agencies across the globe can use Commerce Max to access data and inventory across multiple

retailers and marketplaces, finding valuable audiences on these sites and extending these audiences offsite.

•This is underpinned by closed-loop measurement, enabling brands and agencies to quickly and efficiently

determine the effectiveness of campaigns and optimize accordingly.

Criteo’s supply-side platform (SSP), Commerce Grid, brings additional monetization opportunities. It allows retailers to

curate their first party audiences and make them available for access through all DSPs.

Performance Media encompasses commerce activation, monetization, and services. Performance Media is available

through Commerce Growth to help advertisers achieve their customer acquisition and retention goals. It also includes

Criteo real-time advertising technology and trading infrastructure which delivers advanced media buying, selling, and

packaged capabilities for media owners, agencies, performance advertisers, and third-party AdTech platforms.

Examples of potential business outcomes driven by Performance Media address the full funnel of commerce, including:

•Discovery: creating and building brand awareness for a client's existing or new product or service, by targeting

relevant high-quality consumer audiences showing intent for that particular product or service and reaching these

audiences, for example, through online video ads and through Connected TV channels;

2 Source: eMarketer

5

•Choice: driving qualified visits from new prospects to our clients points of purchase, by engaging such commerce

audiences online (either on the web, in apps or on connected TV), with personalized ads offering products or

services tailored to their predicted interest;

•Purchase: driving sales for commerce clients by engaging consumers online, with personalized ads offering

products or services for which they have already expressed shopping intent; or driving more sales from existing

customers of our commerce clients, by accurately targeting and re-engaging these existing customers online with

personalized ads offering new products or services that they have not yet purchased nor been exposed to.

Our clients have access to an integrated self-service client interface that reduces unnecessary complexity and cost

associated with manual processes of having to use multiple DSPs and sources of inventory supply.

We also offer a managed-service approach to our larger clients, providing deep business intelligence and analytics

services. Our teams of advisers aid our larger clients in setting goals for, extracting insights from, and evaluating trends

and performance of their various advertising campaigns with us across multiple marketing goals, sources of inventory,

advertising channels and formats, and the multiple digital devices that consumers may use.

In Performance Media, our Commerce Audiences solutions are focused on attracting more customers for our marketer

clients and growing their existing customer relationships, leveraging our AI engine to engage commerce audiences with the

right ad for each opportunity:

•Increase awareness and interest in a brand, product, or services;

•Attract new consumers to an online and/or offline store;

•Generate leads from consumers who are in market for a brand, product or services;

•Get more shoppers and grow sales on an online and/or offline store; and

•Encourage consumers who purchased in the past to make additional purchases.

For Performance Media, we typically purchase inventory programmatically on a CPM basis from our direct publisher

partners and Real-Time Bidding (RTB) platforms, through standard terms and conditions for the purchase of advertising

inventory. This means that inventory purchased for Performance Media solutions is paid to the publisher irrespective of

whether the user engages, in whatever form, with the advertisement delivered on that publisher's digital property. Pursuant

to such arrangements, we purchase impressions for users that Criteo recognizes on these publishers' digital properties.

For additional information regarding our segments, refer to Note 4, Segment information, in the Consolidated Financial

Statements in this Form 10-K.

Our Competitive Strengths

Criteo First-Party Media Network

Our First-Party Media Network is a key pillar of our hybrid addressability strategy and represents the combination of our

unique data and media assets. It is the powerful output of our network of direct relationships with media owners, including

retailers, together with our dataset focused on commerce and shoppers that powers Criteo's First-Party Media Network.

Our First-Party Media Network enables consented data to interoperate across marketers and, media owners to engage

addressable consumers on a one-to-one basis. It also helps to predict how commerce audiences behave and how ads will

perform and convert in the same way. We believe that the amount of addressability data we operate in environments that

are deprived of third-party signals will allow us to remain effective at private, safe consumer engagement, to drive the best

outcomes for our clients and to capture increasingly more advertising budgets.

Our data assets include privacy-safe insights derived from our clients' proprietary commerce data about their own

consumers, such as transaction activity on their digital properties, giving us exposure to $1 trillion in online sales on a

combined basis in 2024, representing approximately a third of the global retail ecommerce sales excluding China2, or $2.6

billion worth of transactions per day on average.

6

Through direct integration with our clients' digital properties and back-end systems, we obtain large volumes of consented

first-party data, expressed consumer shopping intent and engagement, and transactional data at individual product or

service levels, which do not rely on cross-site tracking technologies, such as third-party cookies. The information we collect

is anonymized and does not enable us to personally identify any individual consumer.

Our high quality first-party data assets help fuel the accuracy of our algorithms, which improve with the increasing

quantity and quality of the data we obtain from our marketer and media owner customers and partners, as well as insights

gained through our own extensive operational history.

The combination of marketer data, media owner data and proprietary metadata gives us powerful insights into consumer

purchasing habits that we use to price media inventory and create relevant ads to drive user engagement and impactful

commerce outcomes for our clients. In addition, we seek to use as much relevant information as possible about the context

and intent of a given user, collected from customers and media owner partners, to further refine our prediction accuracy.

We believe our access to first-party commerce data validates the trust that our clients place in us and differentiates us.

Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to

their shopping cart, or bought from them, and continuously receive updated information on over 4.5 billion products or

services across 3,700 product categories, including pricing, images and descriptions. Many of our clients also provide us

with their customers' purchase history data in formats that preserve privacy.

We have built one of the world's largest and most open data sets focused on shoppers and their commerce activity across

retailers and brands, and their activity on media owners’ properties.

We prioritize openness by facilitating a reciprocal data exchange with our marketer and media owner clients. All

contributing parties benefit from the shared dataset through our Commerce Media Platform, gaining access to cross-device

user IDs and relevant Key Performance Indicators, enhancing their advertising optimization. Transparency is upheld

through clear and permission-based data sharing within our data pools, ensuring mutual benefits for all participants. We

maintain high levels of data security and user privacy standards for the data we handle.

Our data collectives are designed to ensure fairness, ensuring that the value gained by each participant surpasses their

individual contribution, irrespective of size.

Consistent with our data minimization principles, our technologies only rely on categories of data that are strictly necessary

for the purpose of our services. This means that the user information we collect relates primarily to purchase intent. In

addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience

and opt out of receiving targeted ads we deliver. This transparent, consumer-centric, and controllable approach to privacy

empowers consumers to make better-informed decisions about our use of their data.

We also actively encourage our clients and media owner partners to provide transparent and clear information to

consumers about our collection and use of data relating to the ads we deliver and monitor.

Our Media assets: our first-party media integrations and media buying scale

We provide our marketer clients with extensive real-time access to advertising inventory through direct relationships with

thousands of media owner partners, as well as selective supply side partnerships. We define inventory as the combination

of desktop web, mobile web, mobile in-app display, including social and native, online video displays, connected TV, and ad

inventory on major retail ecommerce properties, including standard banners, native and sponsored product formats.

Our publisher relationships can give us privileged access to first-party publisher data which allow us to bid on impressions

without using third-party cookies or other third-party identifiers.

Many of our direct publisher partners have granted us preferred access to portions of their inventory because of our ability

to effectively monetize that inventory. For example, within Retail Media, we access inventory and first-party data from

ecommerce sites that are generally not available to traditional advertising demand. We believe this inventory and data from

ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail

environment.

We take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times.

These measures include determining that each publisher's inventory meets our content requirements and those of our

clients to ensure that their ads are not shown in inappropriate content categories, such as, for example, adult, violence,

harassment or hate speech.

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In addition, we are an active member of the Coalition for Better Ads, supported by Google, and are compliant with their

recommendations for user-friendly advertising formats. Criteo's AI powered contextual analysis engine is also integrated

with DoubleVerify IQ Advanced Solutions, a solution providing page-level pre-bid classification to clients across 26

standard brand safety categories. In recognition of our efforts to combat fraud and ensure a brand safe digital ecosystem

for our advertisers, Criteo has been independently certified by the Trustworthy Accountability Group for the Certification

Against Fraud and the Brand Safety Certification.

AI at Scale

AI is core to continuously optimizing the performance of our solutions in ways that deliver effective advertising and highly

personalized experiences to consumers and thereby to enable superior outcomes for our clients and partners. AI is also

key to driving operational efficiency across our business.

The Criteo AI Lab

The Criteo AI Lab was established in 2018 and is pioneering AI innovation with 140 engineers, researchers and data

scientists who closely collaborate to deploy AI at scale through the Criteo AI Engine, and advance new AI technologies.

The Criteo AI Lab is recognized as a center of scientific excellence for its research on Deep Learning, Generative AI, Game

theory AI, Information Retrieval and Privacy Preserving Machine Learning.

The Criteo AI Engine

The Criteo AI Engine is our proprietary software and hardware highly scalable AI infrastructure. It leverages Criteo's data,

with the goal of maximizing consumer engagement to drive impactful business outcomes for clients through the delivery of

highly relevant and personalized ads in real time. A combination of deep machine learning and Generative AI models power

the Criteo AI Engine to optimize each and every touch point on the advertising journey, all the way from media planning to

shopper conversion. 

Lookalikes finder models create and activate audiences built out of shopping insights derived from Criteo unique shopper

data. These models enable interference and predictions across user, contextual and product data and support Commerce

Audience campaigns to drive new prospects to consider brands, products or services with which they have not yet

engaged in the past.

Recommendation models build on top of our award winning Deep KNN (Deep K-Nearest Neighbour) technology, to

determine the specific products or services to include in the ad, based on shopper or shopper lookalikes past interactions

and media content. Deep KNN is Criteo's proprietary Vector Database technology that processes billions of products from

our client product feeds.

Dynamic Creative Optimization+ (DCO+) models optimize banners layout in real time, on a per impression, per user

basis. Our patented Dynamic Creative Optimization+ technology offers unlimited personalization, generates and scores

trillions of different ad variations without the need to define ad sizes or layouts upfront, while always maintaining the

consistency of our clients' brand image.   We work to build the next generation of DCO by blending our proprietary models

with Generative AI models in order to create exceptional advertising experiences for our clients’ consumers.

Predictive bidding models compute the fair price for each potential ad to show. It does so by predicting a user’s

engagement with a given ad, while optimizing toward client campaign objectives. User engagement may range from site

visits, clicks, conversions, shopping basket value, specific product categories purchased, or even the gross margin of the

purchased product or service that our client generates from such purchase.

Sponsored Product placement models combine recommendation and predictive bidding algorithms to determine which

sponsored products to show on our Retail Media client search result pages, in response to a user’s search queries. As

those queries become multimodal, we are improving our sponsored product placement relevancy models accordingly,

enabling them to take as input plain sentences or images. Those modelling major advances are anticipated to unlock a

range of opportunities for marketers, who will be able to reach their consumers more broadly, including offline and online

conversational touchpoints (eg: chatbots).

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While planning and forecasting algorithms enable our clients and partners to fine tune their advertising campaigns to

their objectives, Generative AI unlocks automation of creative editing flow in Criteo GO!. We are significantly investing into

deploying Generative AI in our solutions to maximize marketer's efficiency while enabling creativity.

Our robust software infrastructure allows us to operate seamlessly at a large scale through our network of

approximately 36,500 servers as of the end of 2024. The architecture and processing capabilities of this technology have

been designed to match the massive computational needs and complexity of our algorithms in real time. This technology

enables data synchronization, storage and analysis across a large-scale distributed computing infrastructure in multiple

geographies, as well as fast data collection and retrieval using multi-layered caching infrastructure. We continue to

modernize and transform our data centers infrastructure and architecture, ensuring that we remain at the forefront of

evolving AI models, including generational AI, and expect that we will likely add additional capabilities, including high-

density GPU servers, to work alongside our existing CPU servers, in coming years. We also expect to invest in liquid

cooling technologies in our data centers. 

Our Experimentation platform enables our Research & Development team to continuously tune our Criteo AI Engine via

experimentation and A/B tests. For example, in 2024, we performed about 1,370 online A/B tests and over 100,000 offline

experiments and tests. We use an online/offline testing platform to improve the capabilities and effectiveness of our

prediction models by measuring the correlation of specific parameters with user engagement, usually measured by

consumer visits, clicks and conversions, typically in the form of sales. 

Privacy-by-design approach. We have long established and adopted Privacy-by-design as a central element of our

technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy,

security and safety for consumers and our marketer and media owner customers. Since 2013, we have had a designated

Data Privacy Officer along with a team of privacy experts. These experts are part of our R&D and Product organizations

and consider all facets of user privacy for the design of any new technology, solution or feature of the Commerce Media

Platform. They also perform ongoing Privacy Impact Assessments to monitor potential risks during the product lifecycle and

proactively mitigate those risks. The Data Privacy team delivers company-wide privacy training, enforces our privacy

policies and is integral to ensuring that we build the best solutions and services. We regularly review and document our

internal privacy policies, amend existing policies as necessary and enforce these policies with our clients, media owner

partners and vendors. 

Retail Media. Our Retail Media value proposition is unique in the market today. Our offering empowers brands and

agencies to find valuable audiences on retailer sites using on-site sponsored and display ads but also extend these

audiences off-site, across open internet inventory with unified reporting and closed-loop measurement, including product-

level sales attribution. We enable brands, agencies, and multiple retailers to buy and sell retail media using a common

platform, thus benefiting from meaningful network effects due to our unique position as the technology supporting a multi-

retailer ecosystem, whereas most competitors in the retail media space focus on supporting siloed retailer walled gardens.

Brands and their agencies use our platform to access unique inventory at meaningful scale, and retailers get access to

brand marketing budgets at a scale they would not be able to access on their own. This creates a network effect where the

value for clients only increases as more brand and retailer participants join the ecosystem. In addition, our deep technical

integrations with retailers make us instrumental to their digital success and enable us to offer preferred or exclusive

inventory to brands and agencies, as well as a superior shopper experience to consumers. We require multi-year

commitments and product ads exclusivity as part of our standard retailer services agreements.

Our Retail Media vision is powered by a unique flywheel. Securing retailers has been a strategic priority to attract brands

that want to advertise on multiple retailer sites. As brand demand grows, more retailers will seek access to that demand to

increase their revenue from ads. Brands get access to retailers’ unique inventory and first-party data, enabling them to

reach relevant audiences and sell more products with closed-loop measurement. This benefits both brands and retailers by

reaching more shoppers. Brands gain insights into shopper behavior and ad performance allowing them to offer

personalized recommendations and improve ad results. Through this dynamic, retailers enhance the user experience,

leading to higher sales and greater customer loyalty.

Both our unique inventory access and increasingly deep technical integrations with other advertising technology and

reporting platforms provide defensible relationships with brands and agencies. For example, our API partner program

embeds our technology into ad platforms that brands and agencies already use to buy search, social, and other large

platforms' ad inventory.

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Superior Insights and Measurement. We believe we have superior capabilities for Commerce Insights and

measurement. Our technology provides our clients with the unique ability to measure against product sales at the product

SKU level. For example, our commerce insights can bring together organic shopping data with paid media metrics for

brands. In 2024, we achieved our first MRC accreditation for Retail Media measurement, a significant milestone in unifying

the ecosystem.

Scaled Global Presence. We do business in 108 countries and have a direct operating presence through 23 offices in 16

countries. We have achieved this global presence by replicating and scaling our effective business model across all

geographic markets. Large businesses are increasingly seeking global advertising partners able to provide comprehensive

offerings that are effective across multiple geographies. We believe we can meet this demand by leveraging our scalable AI

technology and global network of relationships and are well positioned to serve our clients in virtually every market in which

they seek to drive trusted, impactful and measurable business results and commerce outcomes.

Strong Financial Model. Our profitable, cash-generative financial model allows us to invest for growth while maintaining

healthy profitability. Our company has a sustainable, robust profitability margin. In addition, we manage our expense base

in a disciplined way, and we drive operating leverage from scaling and transitioning to more self-service solutions over

time, as well as optimizing our business processes.

Our Business & Growth Opportunities

We have successfully implemented our Commerce Media Platform vision, positioning the company at the forefront of

industry transformation and enabling us to capitalize on emerging trends in digital advertising. Our mission is to empower

the world's marketers and media owners to build full-funnel strategies, more efficiently, targeting Commerce Audiences with

multi-channel reach, AI-driven optimization and seamless first-party data integration to enhance personalization and

improve performance. Our vision is to bring richer experiences to every consumer by supporting a fair and open internet

that enables discovery, innovation, and choice.

Our overarching priority is to drive sustainable and profitable growth for our business. This involves investing in the fast-

growing ecommerce space and broadening our value proposition to cover all commerce media marketing goals as part of

our Commerce Media Platform driving measurable business outcomes to our marketer and media owner clients.

We are further expanding our rapidly growing retailer client base, becoming a platform of choice for agencies and brands

and reinforcing our performance advantage.

We continue to invest in building the world’s leading Commerce Media Ecosystem with notable wins and valuable

expansions across our partner network.  Our ecosystem is a critical part of Criteo’s moat and the unique value we provide

to clients.

•Strategics – In 2024, our partnership with Google continued to expand with Google's DV360 leveraging Criteo’s

Commerce Audiences to power advertiser campaigns. Furthermore, our strategic collaboration with Microsoft as

their 'preferred onsite partner' for Retail Media and the design of our demand integration with Microsoft Advertising

underscores Criteo's leadership, innovation and scale in this rapidly evolving space.

•Retail Media - We continue to operate the world's largest independent Retail Media API program, connecting with

13 buying partners and integrating with leading order management systems, including Salesforce.

•Retailer Data – A key focus has been to enable interoperability of retailer data across our platform. We recently

announced an example of this with Boots, a UK retailer, demonstrating over a 20% uplift for their advertiser using

this new data service.

•Performance Media - We are exploring the impact of Buy Now Pay Later (BNPL) features in our ads to boost

consumer engagement and conversion rates, showcasing our commitment to innovating at the intersection of

fintech and advertising to deliver value for advertisers and consumers.

•Resellers – We are always seeking efficiencies and expanded our reseller program to include Turkey and Latin

American markets (excluding Brazil) in addition to Africa and targeted countries in Eastern Europe and APAC.

•Addressability- Criteo continues to develop its partnership base with ID partners that allow us to target

incremental inventory using privacy compliant and consent based solutions in the US and Japan.

3 In the first quarter of 2023, we streamlined our client count methodology which is now based on unique billing accounts while the previous methodology included clients from

whom Criteo has received a signed contract or an insertion order during the previous 12 months. The new methodology led to the consolidation of some client accounts but

does not change the underlying activity or the overall trends.

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•1P Data - We have nearly 40 data platform and customer engagement platform partnerships enabling the

activation of first-party audiences across Performance Media and Retail Media.

We continue to have an active M&A pipeline, with a critical assessment on technologies and businesses that have the

potential to accelerate our Commerce Media Platform strategy by enhancing, complementing or expanding our strategic

capabilities, primarily through technology and broadening our Commerce Media capabilities across all channels.

Key criteria for acquisitions include demonstrated revenue growth, ability to create synergies with our existing platform or

customers, and ease of integration. We believe our entrepreneurial culture, growth opportunities, global scale, financial

profile, strong brand and market position enable us to be an attractive acquirer.

We intend to continue to invest in growing our business, while driving productivity and efficiency gains through organization

simplification and operational excellence across the company and maintaining healthy profitability. We believe these

investments will feed the long-term sustainable growth of Criteo. Driving operational excellence through the company to

self-fund for our investments involves increasing automation and the scalability of our operations. We also leverage cutting-

edge technology to streamline processes and enhance operational efficiency.

Infrastructure

Our ability to execute depends on our highly sophisticated global technology software and hardware infrastructure. As of

December 31, 2024, we manage our global infrastructure of servers through a global network of data centers. Our global

infrastructure is divided into three geographic areas: Americas, Asia-Pacific and EMEA, and our services are delivered

through one or more data centers that support each particular area. Within large areas, the data centers are strategically

placed to be close to our clients, publishers and users.

This provides the benefit of minimizing the impact of network latency within a particular geographic area, especially for

time-constrained services such as RTB.

In addition, we replicate data across multiple data centers to maximize availability and performance. We also generally

seek to distribute workload across multiple locations to avoid overloads in our systems and increase reliability through

redundancy. In addition, we consider sustainability factors as we evaluate our infrastructure footprint, including prioritizing

resource efficiency and clean energy to operate sustainable data centers.

As part of our growth strategy, some of our products rely on major public cloud providers. Performance, response time and

reach are driving how we manage cloud capacity.

We use multiple-layered security controls to protect Criteo AI Engine and our data assets, including hardware- and

software-based access controls for our source code and production systems, segregated networks for different

components of our production systems and centralized production systems management.

Our Clients

On the demand side for commerce media activation, our diversified client base consists of more than 3,500 established

brands and agencies, and more than 13,500 performance marketers, primarily in the retail, travel and classifieds verticals,

and including some of the largest and most sophisticated commerce companies in the world.

On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 225 retailers,

as media owners. We also partner with approximately 75% of the top 100 ComScore publishers in our largest markets.

As of December 31, 2024, we had a total of approximately 17,000 clients.3 In 2024, approximately 40% of our client

relationships were held directly with the client and the remaining 60% with advertising agencies or other third-parties on the 

Performance Media side of the business, whereas 30% of our Retail Media revenue comes from agencies.

In 2024 and 2023, our largest client represented 4.6% and 2.1% of our revenue, respectively, and in 2024 and 2023, our

largest 10 clients represented 17.1% and 12.3% of our revenue in the aggregate, respectively.

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There is no group of clients under common control or clients that are affiliates of each other constituting an aggregate

amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on

Criteo.

Our clients are serviced through a combination of direct and indirect approaches, including through brand agencies for

large clients, and performance agencies and resellers for midmarket clients.

Research and Development

We invest substantial resources in research and development to maintain our leading position in Commerce Media. Aside

from the walled garden platforms, we have one of the largest R&D teams in the AdTech industry and our Criteo AI Lab

pioneering innovations in computational advertising. Our engineering group is primarily located in research and

development centers in France, the U.S., Canada, Cyprus, Germany, and Armenia. We expect to continue to expand our

technological capabilities in the future and to invest significantly in continued research and development and new solutions.

We had 1,104 employees primarily engaged in Research and Development and Product as of December 31, 2024.

Research and development expenses, including expenses related to the Product group, totaled $279.3 million,

$242.3 million and $187.6 million for 2024, 2023 and 2022, respectively.

Intellectual Property

Our intellectual property rights are a key component of our success. We rely on a combination of patent, trademark,

copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain

and protect our proprietary rights. We generally require employees, consultants, clients, publishers, suppliers and partners

to execute confidentiality agreements with us that restrict the disclosure of our intellectual property. We also generally

require our employees and consultants to execute invention assignment agreements with us that protect our intellectual

property rights.

Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any

of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. The laws of

certain countries do not protect proprietary rights to the same extent as the laws of France and the U.S. and, therefore, in

certain jurisdictions, we may be unable to protect our proprietary technology.

Agreements with our employees and consultants may also be breached, and we may not have adequate remedies to

address any breach. Further, to the extent that our employees or consultants use intellectual property owned by others in

their work for us, disputes may arise as to the rights to know-how and inventions relating thereto or resulting therefrom.

Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized

parties may attempt to copy aspects of the Criteo Commerce Media Platform or obtain and use information that we regard

as proprietary.

As of December 31, 2024, we held 33 patents issued by the U.S. Patent and Trademark Office and various foreign

counterparts, and had filed three non-provisional patent applications in the U.S. and Europe. We also own and use

registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In

addition, we have also registered numerous internet domain names.

Our industry is characterized by the existence of patents and occasional claims and related litigation regarding patent and

other intellectual property rights. In particular, leading companies in the technology industry have extensive patent

portfolios. From time to time, third parties, including certain of these leading companies, have asserted and may assert

patent, copyright, trademark and other intellectual property rights against us, our clients or our publishers. Litigation and

associated expenses may be necessary to enforce our proprietary rights.

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Privacy, Data Protection and Content Control

Legal and Regulatory

Privacy and data protection laws play a significant role in our business. The regulatory environment for the collection and

use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the U.S., Europe and

elsewhere. The U.S. and foreign governments have enacted, considered or are considering legislation or regulations that

could significantly restrict industry participants’ ability to collect, augment, analyze, use and share personal data, such as

by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking

technologies.

In the U.S., at both the federal and state level, there are laws that govern activities such as the collection and use of data

by companies like us. At the federal level, online advertising activities in the U.S. have primarily been subject to regulation

by the Federal Trade Commission, or the FTC, which has regularly relied upon Section 5 of the Federal Trade Commission

Act, or Section 5, to enforce against unfair and deceptive trade practices, including alleged violations of consumer privacy

interests. Various states have also enacted legislation that governs these practices. The U.S. privacy law framework may

be subject to significant evolutions in the near future both at a federal and at a state level. At a federal level, lawmakers are

considering the possibility of adopting a federal privacy law and a draft bill was published in this regard in 2022 ("American

Data Privacy and Protection Act"). In 2018, the State of California adopted the CCPA, which went into effect on January 1,

2020. The CCPA establishes a privacy framework for covered businesses by, among other requirements, creating an

expanded definition of personal information, establishing new data privacy rights for consumers in the State of California,

creating new notice obligations and new limits on the sale of personal information, and creating a statutory damages

framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and

practices to prevent data breaches. We and partners in our industry have been required to comply with these requirements

since January 1, 2020, when the CCPA became effective.  In November 2020, the voters in California passed the California

Privacy Rights Act (“CPRA”), which both amends and expands the scope of the CCPA. The CPRA, which became effective

on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their personal

information and additional obligations on businesses. We cannot predict the full effect of these laws and regulations on our

business, but adapting our business to comply with them could involve substantial resources and expense, and may cause

us to divert resources from other aspects of our business, all of which may adversely affect our business.

Other states in the U.S. are quickly adopting state enacted privacy laws. Currently, a total of 20 states in the U.S. have

passed consumer and privacy laws . Of those 20, eight state's laws are currently effective. Some of these consumer and

privacy laws differ slightly from the CCPA and CPRA leading to a varied and complex regulatory landscape, which could

result in material costs.

In addition, the Criteo Commerce Media Platform reaches users throughout the world, including in Europe, Australia,

Canada, South America and Asia-Pacific. As a result, some of our activities may also be subject to the laws of foreign

jurisdictions. In particular, data protection laws in Europe can be more restrictive regarding the collection and use of data

than those in U.S. jurisdictions.

In the European Union (the "EU"), the two main pillars of the data protection legal framework are the Directive on Privacy

and Electronic Communications (the "E-Privacy Directive") and GDPR. The E-Privacy Directive directs EU member states

to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar

technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. The

Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user, and European

regulators are increasingly agitating for more robust forms of consent. These developments result in ending reliance on

implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets. A

replacement for the E-Privacy Directive is still under discussion by EU member states to align the E-Privacy Directive to

GDPR and force a harmonized approach across EU member states. It is possible that the proposed e-privacy regulation

could further raise the bar for the use of cookies. However, the advancement of the legislative process for the adoption of

the e-privacy regulation remains quite uncertain.

Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million

or 4% of the data controller's or data processor's global turnover from the preceding financial year, whichever is higher.

On October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des Libertés, or

the "CNIL") issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations

on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices.

The recommendations provide that, when required, consent must be indicated by a clear and positive action of the data

subject, such as by clicking on an “accept all” button on the first layer of the consent management platform.

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The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an

equivalent to the “refuse all” button should be present on the first layer of the consent management platform. Further, the

ability to withdraw consent must be readily available at all times.

As we continue to expand into other foreign jurisdictions, we may be subject to additional laws and regulations that may

affect how we conduct business.

For additional information regarding the investigation into the Company's compliance with GDPR, please refer to Note 20,

Commitments and Contingencies, in our audited consolidated financial statements included elsewhere in this Form 10-K.

Self-Regulation

In addition to complying with extensive government regulations, we voluntarily and actively participate in several trade

associations and industry self-regulatory groups that promulgate best practices or codes of conduct relating to targeted

advertising. For example, the Internet Advertising Bureau EU & US, the Network Advertising Initiative, the European Digital

Advertising Alliance and the Digital Advertising Alliance have developed and implemented guidance for companies to

provide notice and choice to users regarding targeted advertising.

In an effort to harmonize the industry’s approach to internet-based advertising, these programs facilitate a user's ability to

disable services of integrated providers, but also educate users on the potential benefits of online advertising, including

access to free content and display of more relevant advertisements to them. The rules and policies of the self-regulatory

programs that we participate in are updated from time to time and may impose additional restrictions upon us in the future.

Criteo became one of the first companies to broadly include an "Ad Choices" link in all the advertisements we deliver,

which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements

and the data practices associated with the advertisements they receive. In addition, we provide consumers with notice

about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising as well

as an easy-to-use and easy-to-access mechanism to control their advertising experience and withdraw consent or opt out

of receiving targeted advertisements we deliver.

We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed

decisions about our use of their data. We also require our clients and publisher and retailer partners to provide information

to consumers about our collection and use of data relating to the advertisements we deliver and monitor.

Content Control and Brand Safety

Criteo strives to maintain a trusted advertising ecosystem aligned with the marketing goals and the brand requirements of

our marketers and media owners alike. We have rigorous supply partner guidelines in place, and we take a large variety of

internal and external brand safety measures to ensure that the brand equity of our clients is protected.  These measures

include our partnership with industry recognized and MRC-accredited services from DoubleVerify.

To protect our clients against invalid traffic ("IVT"), we have built advanced engine detection and filtration systems that will

discard invalid bid requests, impressions and clicks, and we do not bill advertisers for the invalid traffic. We also leverage

industry compliant blocklists from the Interactive Advertising Bureau, and Trustworthy Action Group ("TAG") to filter out

known sources of IVT and we partner with industry recognized and MRC-accredited service Double Verify to supplement

our pre-bid and post-bid detection and filtration capabilities of IVT.

We are recognized for trust & safety and have been certified by the Trustworthy Accountability Group for Certification

Against Fraud, Brand Safety Certification and Certification Against Malware through independent audits and for

Certification For Transparency for our Commerce Grid platform. Due to this level of certification, we are part of the selected

group of companies that have been granted the Platinum Seal by TAG.

Government Regulation

Further to the laws and regulations governing privacy and data protection described above, we are subject to numerous

domestic and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new

interpretations of existing laws and regulations) may also impact our business.

The costs of compliance with these laws and regulations are high and are likely to increase in the future and any failure on

our part to comply with these laws may subject us to significant liabilities and other penalties.

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Competition

We compete in the commerce media market and in the broader market for digital marketing and media monetization,

primarily through Display Advertising. Our market is complex, rapidly evolving, highly competitive, still fragmented and yet

rapidly consolidating. We face significant competition in this market, which we expect to intensify in the future, partially as a

result of potential new entrants in our market, including but not limited to large well-established internet publishers and

players, in particular as we continue to expand the breadth of the Criteo Commerce Media Platform. We currently compete

with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play Demand-Side

Platforms ("DSPs"), such as The Trade Desk, pure play Supply-Side Platforms (“SSPs”) such as Magnite or PubMatic, and

pure play retail SSPs such as Publicis' CitrusAd, that focus on monetizing retailers' media, as well as smaller, privately held

companies. Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc.

("Adobe"), Oracle Corporation ("Oracle") and Salesforce.com, Inc. ("Salesforce"), or public and private companies

specialized in the Marketing Technology ("MarTech") space. In addition, web browsers, and desktop and mobile operating

systems developed by large software companies like Google and Apple Inc. ("Apple") can have a significant influence and

impact on the way we operate.

Seasonality

Our client base consists primarily of companies in the Retail, Travel and Classifieds industries. In the digital Retail industry

and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising spend to the

fourth quarter of the calendar year, to coincide with increased holiday spending by consumers. As a result, the

concentration of advertising spend in the fourth quarter of the calendar year may be particularly pronounced. Our Retail

clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while

our Travel clients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising

campaigns in the second quarter. As a result, our revenue tends to be seasonal in nature. If the seasonal fluctuations

become more pronounced, our operating cash flows could fluctuate materially from period to period.

Employees and Human Capital Management

We have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven

by our core values of “open, together and impactful”.

As of December 31, 2024, we had 3,507 employees. Our employees employed by French entities (970 employees) are

covered by a collective bargaining agreement and are represented by employees through a Social and Economic

Committee (Work Council) affiliated to a trade union. As part of the Social and Economic Committee, five sub-committees

have been appointed: Health & Safety Committee, Economic Committee, Gender Equality Committee, Training Committee

and a Housing Committee. We consider labor relations to be good and have not experienced any work stoppages,

slowdowns or other serious labor problems that have materially impeded our business operations.

Our Board, with assistance from our Compensation Committee, has oversight of and periodically reviews the Company's

strategies, initiatives and programs with respect to the Company's culture, talent recruitment, development and retention

and employee engagement.

Talent Acquisition & Development

Attracting and retaining top talent is a key objective at Criteo. We are committed to offering an environment in which

employees are ensured equal job opportunities and have a chance for advancement. Our compelling employee value

proposition, attractive compensation packages and vibrant culture are instrumental in our ability to attract and retain talent.

Additionally, we strive to provide exceptional training opportunities and development programs for our employees. In 2024,

approximately 25,000 training hours were delivered to our employees. To assess and improve employee retention and

engagement, we periodically survey employees, and take action to address areas of employee concern. In 2024, we

carried out 4 employee surveys, soliciting feedback on a wide range of topics including well-being, flexibility, and inclusion.

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Culture

As a global technology company, we believe that a diverse and inclusive culture is the cornerstone for driving creative

collaboration and sustainable growth. We are proud that our employees can be themselves at work and we value a broad

range of perspectives in the workforce. We are committed to building on our culture and collaborative work environment

through how we hire, develop, reward, and retain all talent at Criteo. Our efforts to foster a positive culture and a diverse

and inclusive workplace are led by a dedicated leadership team who coordinate through the business and leverage our

employee resource groups to encourage community, engagement and networking for all employees.

Health, Safety and Wellness

Employee health, safety and wellness is a priority for Criteo. We devote time and effort across all of our locations to provide

positive working conditions, work-life balance and a healthy office environment for our employees. We recognize and

support employees with their work life integration and believe that flexibility is an essential element to remain engaged,

efficient, and productive. We also believe in the importance of employee contribution and results, rather than focusing on

where work is being completed. We foster a dynamic environment where employees are empowered to reach their highest

potential.

Total Rewards

We are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of

our employees and reward their efforts and contributions. We seek coherence and fairness in total compensation with

reference to external market comparisons, internal equity, and the relationship between management and non-

management compensation. Our total compensation packages include base pay, performance-based incentives, long-term

incentives such as equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family

leave, employee assistance and well-being programs among many others.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to

these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available, free of charge

on our website, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.

Securities and Exchange Commission (the "SEC"). These documents may be accessed through our website at

www.criteo.com under "Investors." Information contained on, or that can be accessed through, our website does not

constitute a part of this Form 10-K. We have included our website address in this Form 10-K solely as an inactive textual

reference.

The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information

regarding registrants, such as Criteo, that file electronically with the SEC. With respect to references made in this Form 10-

K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the

exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document.

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Item 1A Risk Factors

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other

information contained in this Form 10-K, including our consolidated financial statements and the related notes thereto,

before investing in our ADSs. The risks and uncertainties described below are not the only ones we face. Additional risks

and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors

that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be

materially harmed. In that case, the trading price of our ADSs could decline, and you may lose some or all your

investment.

Risks Related to Our Business and Industry

If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our

offerings may become less competitive or obsolete. Our investments in new solutions and technologies to

address new marketing goals for our clients are inherently risky and may not be successful.

Our industry and business are subject to rapid and frequent changes in technology, evolving client needs and the frequent

introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to

continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities,

add functionality to and improve the performance of the Criteo Commerce Media Platform, and address technological and

industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not

be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete.

Furthermore, brand promotion activities may not yield increased revenue sufficient to offset expenses or any increased

revenue at all.

Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful.

While we have a track record of addressing broader marketing and monetization goals, including customer acquisition and

brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization to expand into

new advertising channels. If we are not successful in continuing to improve and adapt our solutions along broader

marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the importance of

brand recognition will increase as competition in our market increases.

The market in which we participate is intensely competitive, and we may not be able to compete successfully

with our current or future competitors.

The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing,

as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or

capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market,

including large established companies, smaller companies that we do not yet know about, or companies that do not yet

exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and

maintain our profitability, including if competition increases pricing pressure.

Certain internet and technology companies may have the power and capital to significantly change the very nature of the

digital advertising marketplaces in ways that could materially disadvantage us. Some of these companies could leverage

their positions to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or

other solutions or services that could be significantly harmful to our business and results of operations. Some of these

companies also have significantly larger resources and capital than we do, and in many cases have advantageous

competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome,

Meta Platforms, and Apple Search Ads, which they can use to their advantage. Furthermore, our competitors have

invested substantial resources and capital in innovation, which could lead to technological advancements that change the

competitive dynamics of our business in ways that we may not be able to predict.

In addition to competing for advertising spend, we compete with many companies for advertising inventory, some of whom

also operate their own advertising networks or exchanges from which we buy advertising inventory.

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As more companies compete for advertising impressions on advertising exchange platforms and other platforms that

aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may

adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a

profitable basis. Some of the companies that we compete with, either for advertising spend or inventory, may also be our

clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize

such companies to cease to be our clients or cease to provide us with access to their advertising inventory.

If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would

be adversely affected. Some large retailers, which could include our own clients, may develop retail media advertising

technologies in-house, and may move some of their demand to a direct sales model such that they would do some of their

own sales. Competition could also hinder the success of new advertising solutions that we offer in the future.

If any of these risks were to materialize, our ability to compete effectively could be significantly compromised and our

results of operations could be harmed. Any of these developments would make it more difficult for us to sell our offerings

and could result in increased pricing pressure, reduced fees and gross margins, increased sales and marketing expense

and/or the loss of market share.

Our success depends on our ability to implement our business transformation and achieve our global business

strategies.

Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to

major changes in the advertising technology industry driven by, but not limited to, regulations such as GDPR and

restrictions on data collection and use, including those implemented by large technology companies. The components of

our transformation include diversification of our services as we rely less on third-party signals, focus on growth and

investment, and certain organization adjustments and cost optimization opportunities. Our future performance and growth

depend on the success of this transformation and our new business strategies, including our management team’s ability to

successfully implement them.

Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations,

capital allocation priorities, operational and organizational structure, and increased demands on management. Such

changes could result in short-term and one-time costs, lost clients, reduced sales volume, higher than expected

restructuring costs, productivity or retention issues, business disruption, and other negative impacts on our business.

As we continue to transform our business, we may not realize the anticipated benefits or the realization of such benefits

may be delayed. The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in

the implementation of continued transformation and growth and our product roadmap, global or local economic conditions,

competition, changes in the advertising technology industry and the other risks described herein, could have a material

adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.

The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of

our client and publisher content could result in significant costs to us, lost revenue and diminished business

opportunities.

The effective delivery of certain of our digital advertising solutions relies in part on the ability of Criteo AI Engine to predict

the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of

accuracy so that our clients can achieve desirable returns on their advertising spend. Although we have evolved our

pricing models alongside our broader suite of solutions, a large part of our revenue continues to be generated through

click or impression based pricing models or an equivalent, such that our clients only pay us when a user engages with the

advertisement, usually by clicking on it.

Many of our agreements with clients do not include a spending minimum. Similarly, our contracts with publishers generally

do not include long-term obligations requiring them to make their inventory available to us over long periods of time.

Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase

revenue, which depends partly on the optimal functioning of Criteo AI Engine.

In addition, we have seen significant growth in the amount and complexity of data processed by Criteo AI Engine and the

number of advertising impressions we deliver. As the amount of data and number of variables processed by Criteo AI

Engine increase, and the calculations that the algorithms must compute become increasingly complex, the risk of errors in

the type of data collected, stored, generated or accessed also increases.

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Our client’s satisfaction also depends on our ability to keep advertisements from being placed in unlawful or inappropriate

content, or content that is not permitted under the terms of the applicable agreements with clients. While this depends in

part on the optimal functioning of the Criteo AI Engine, as more of our clients use our self-service tools with less

intervention by us, it could become more challenging to train and support such clients to use such tools and to prevent

inappropriate or unlawful advertisements from being shown. Consistent with the nature of all technology companies,

fraudulent or malicious activity, including non-human traffic, could also impair the proper functioning of Criteo AI Engine.

For example, the use of bots or other automated or manual mechanisms to generate fraudulent clicks or misattribute

clicks on advertisements we deliver could overstate the performance of our advertising. Due to the higher cost per 1,000

impressions paid for online video and Connected TV advertisements, the risk of fraudulent traffic may increase as we

increase our purchasing of online video and Connected TV inventory.

If we were to experience significant errors, defects, or fraudulent or malicious activity in Criteo AI Engine, our solution

could be impaired or stop working altogether, which could significantly impair our ability to purchase any advertising

inventory and generate any revenue until the errors, defects or fraudulent or malicious activity were detected and

corrected. If we are unable to keep our clients’ advertisements from being placed in unlawful or inappropriate content, our

reputation and business may suffer. Other negative consequences from experiencing such issues could include:

• a loss of clients and publishers or a decrease in inventory purchased by clients;

• fewer consumer visits to our client websites or mobile applications;

• faulty inventory purchase decisions, resulting in lower profitability per impression, up to and including negative

margins, for which we may need to bear the cost;

• lower return on advertising spend for our clients;

• lower price for the advertising inventory we can offer to publishers;

• delivery of less relevant or irrelevant advertisements, resulting in lower click-through or conversion rates;

• being blocked by internet service providers or regulators;

• refusals to pay, demands for refunds, loss of confidence, termination of campaigns or withdrawal of future business

and potential liability for damages or regulatory inquiries or lawsuits; and

• negative publicity or harm to our reputation.

As a result, the failure by Criteo AI Engine to accurately predict engagement of users and the failure to maintain the quality

of our client and publisher content could result in significant costs, lost revenue and diminished business opportunities.

Third parties may implement technical restrictions that impede our access to data and revenue opportunities

upon which we rely, which could materially impact our business and results of operations.

A substantial portion of the data we rely on comes from our publisher and retailer partners and other third parties,

including advertising exchange platforms (including supply-side platforms, or “SSPs”, such as Google’s Ad Manager) and

retailers. Similarly, we rely on our publisher and retailer partners, and such other third parties for opportunities to serve

advertisements through which we generate our revenue. Our ability to successfully leverage such data and successfully

generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher and retailer

partners or other third parties, including restrictions on our ability to use or read cookies or other tracking features or our

ability to use real-time bidding networks or other bidding networks.

For example, our publishers and retailer partners are responsible under European regulation, such as the GDPR, the E-

Privacy Directive (each as defined below) and other new government restrictions, for gathering necessary user consents

and indicating to SSPs that Criteo has been approved by the applicable users. As part of their efforts to comply with their

understanding of the requirements of European regulation, certain SSPs have required actions from publishers and

retailer partners with respect to such consents that appear stricter than regulations require. Similarly, SSPs and other

relevant third parties may take similar actions in response to any new legislation or regulatory developments or

interpretations in the future, in response to perceived user preferences, or for other reasons.

If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able

to comply with restrictions imposed by other ecosystem participants, we may lose the ability to access data, bid on

opportunities, or purchase digital ad space, which could have a substantial impact on our revenue.

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We have substantial client concentration in certain markets and solutions, with a limited number of clients

accounting for a substantial portion of our revenues in those areas.

Although our overall customer base is well-diversified, with our largest 10 clients representing 17.1% of our revenue in the

aggregate in 2024, in certain of our markets and solutions we derive a substantial portion of revenues from a limited

number of clients. We cannot predict the future level of demand for our services and products generated by these clients,

and revenues from these clients may fluctuate. Further, some of our contracts with these clients may permit them to

terminate or reduce use of our products at any time (subject to notice and certain other provisions). If we fail to retain any

of these clients or any of these clients terminate or reduce use of our products, if not replaced by new clients and an

increase in business from existing clients, our revenues within certain markets or solutions may be negatively impacted.

We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic

transactions, which may adversely affect our ability to achieve our growth and business objectives.

We explore, on an ongoing basis, potential acquisitions of additional businesses, products, solutions, technologies or

teams, and other potential strategic transactions, including investments and partnerships. If we pursue any such strategic

transaction, we may not be successful in negotiating the terms and/or financing of the transaction, and our due diligence

may fail to identify all of the problems, contingencies, liabilities or other shortcomings or challenges of the relevant market,

business, product, solution or technology.

Any strategic transaction may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity

securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived

assets, and restructuring charges, any of which could harm our financial condition or results. The Company has incurred

and will incur significant transaction and acquisition-related costs in connection with its acquisitions or other transactions,

including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs

could adversely effect our financial condition, results of operations or cash flows. In addition, the anticipated benefits of

any acquisition or investment may not be realized, and we may be exposed to unknown risks, which could adversely

affect our business, financial condition or operating results, including risks arising from:

• difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if

those businesses operate outside of our core competency and across different geographies;

• ineffectiveness, lack of scalability, or incompatibility of acquired technologies or services;

• unforeseen cybersecurity issues or flaws in acquired technologies or the integration thereof;

• loss of key employees of acquired businesses;

• inability to maintain the key business relationships and the reputation of acquired businesses or products;

• failure to successfully further develop the acquired technology to recoup our investment;

• diverting management’s attention from other business concerns;

• liability or litigation for activities of the acquired business, including claims from terminated employees, clients,

former shareholders or other third parties;

• implementation or remediation of controls, practices, procedures and policies at acquired businesses, including

the costs necessary to establish and maintain effective internal controls; and

• increased fixed costs without corresponding offsetting growth.

Our international operations and expansion expose us to several risks.

As of December 31, 2024, we had a direct operating presence in 23 offices and shared workplaces located in 16 countries

and did business in 108 countries. Our current global operations and future initiatives involve a variety of risks, including:

•operational and execution risk, including localization of the product interface and systems, translation into foreign

languages, adaptation for local practices, adequate coordination to onboard local clients and publishers, difficulty

of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large

geographic distances, and the increasing complexity of the organizational structure required to support expansion

and operations into multiple geographies and regulatory systems;

•insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic

markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement

in that market;

• compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among

other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding,

labor regulations, anti-corruption, environment, consumer protection, economic sanctions, public health crises

(including the outbreak of contagious disease and pandemics), spam and content, and AI, which laws and

regulations may be inconsistent across jurisdictions;

•intensity of local competition for digital advertising budgets and internet advertising inventory;

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• changes in a specific country’s or region’s political or economic conditions, including through elections;

•risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing

model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing

and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership

and investments, and difficulties in repatriating or transferring funds from or converting currencies; and

• limited or unfavorable intellectual property (“IP”) protection;

Additionally, operating in international markets also requires significant management attention and financial and legal

resources. We cannot be certain that the investment and additional resources required in establishing operations in other

countries will produce desired levels of revenue or profitability.

Because Criteo S.A.'s functional currency is the euro, while Criteo S.A.'s reporting currency is the U.S. dollar, we face

exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange risk exposure also arises from

intra-company transactions and financing with subsidiaries that have a functional currency different than the euro.

While we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-

company transactions and financing, we may not hedge all of our foreign currency exchange rate risk. In addition, hedging

transactions carry their own risks and costs, and could expose us to additional risks that could harm our financial condition

and operating results.

Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely

affect our ability to conduct our business.

Governmental authorities around the world have enacted, considered or are considering legislation or regulations that

could significantly restrict our ability to collect, process, use, transfer and pool data collected from and about consumers

and devices. Trade associations and industry self-regulatory groups have also promulgated best practices and other

industry standards relating to targeted advertising.

In the European Union (“EU”), the two main pillars of the data protection legal framework are the Directive on Privacy and

Electronic Communications (“E-Privacy Directive”) and the General Data Protection Regulation (“GDPR”). The E-Privacy

Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through

a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and

given consent. The Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the

user in line with the requirements applicable to consent under GDPR. These developments result in ending reliance on

implied consent mechanisms used to meet requirements of the E-Privacy Directive in some markets. The European Data

Protection Board has also published guidelines further restricting its interpretation of the technical scope of the E-Privacy

Directive, increasingly limiting our possibility to rely on certain tracking technologies such as racking links and URL.

Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million

or 4% of the data controller’s or data processor’s total worldwide turnover from the preceding financial year. Similar

sanctions would be applicable under the E-Privacy Regulation to cookie consent.

Further, on October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des

Libertés, or the “CNIL”) issued the final version of its guidelines on the use of cookies and other trackers and its final

recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar

technologies on their devices. The recommendations provide that, when required, consent must be indicated by a clear

and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent

management platform. The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to

accept consent, and an equivalent “refuse all” button should be present on the first layer of the consent management

platform. Further, the ability to withdraw consent must be always readily available. Companies had until March 2021 to

ensure compliance with these guidelines. The CNIL has launched investigations and sanctioned companies for lack of

compliance with its guidelines on cookies. The European Center for Digital Rights (“NOYB”) has also filed several

complaints with data protection authorities for failure to comply with GDPR requirements.

In January 2020, the CNIL opened a formal investigation into Criteo. In June 2023, the CNIL issued its decision, which

retained alleged GDPR violations but reduced the financial sanction against Criteo from the original amount of €60.0

million ($65.0 million) to €40.0 million ($44.0 million). Criteo made the required sanction payment in the third quarter of

2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices.

Criteo has appealed this decision before the Conseil d’Etat. Refer to Note 20. Commitments and Contingencies for more

information.

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In 2018, the State of California adopted the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect

on January 1, 2020, and requires covered companies to, among other things, provide new disclosures to California

consumers and afford such consumers new abilities to opt out of the sale of their personal information. In November 2020,

voters in California passed the California Privacy Rights Act (“CPRA”), which both amends and expands the scope of the

CCPA. The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for

California consumers with respect to their personal information and additional obligations on businesses.

We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with

them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our

business, all of which may adversely affect our business.

In addition, other states in the U.S. are quickly adopting state enacted privacy laws. Currently, a total of 20 states in the

U.S have passed consumer and privacy laws. Of those 20, eight state’s laws are currently effective.

Some of these consumer and privacy laws differ slightly from the CCPA and CPRA leading to a varied and complex

regulatory landscape, which could result in material costs.

Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry

standards can be costly to comply with, and sometimes contradictory, and we may be unable to pass along those costs to

our clients in the form of increased fees, which may negatively affect our operating results.

Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational

harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or

other remedies, including fines or demands that we modify or cease existing business practices. Additionally, any

perception of our practices or solutions as an invasion of privacy, whether such practices or solutions are consistent with

current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational

harm or claims by regulators, which could disrupt our business and expose us to increased liability. Finally, our legal and

financial exposure often depends in part on our clients’, publisher and retailer partners’ or other third parties' adherence to

and compliance with privacy laws and regulations and their use of our services in ways consistent with users’

expectations. If our clients or publisher and retail partners fail to adhere to our contracts in this regard, or a court or

governmental agency determines that we have not adequately, accurately or completely described our own solutions,

services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and

publisher and retailer partners may be subject to potentially adverse publicity, damages and investigation or other

regulatory activity in connection with our privacy practices or those of our clients.

Additionally, legislative and regulatory action is emerging in the areas of artificial intelligence (“AI”), which, given our long

history developing using and innovating through AI with the Criteo AI Engine, could increase costs or restrict opportunity.

Compliance with existing, expanding, or new laws and regulations regarding AI or use of data to train AI, including the EU

AI Act adopted on July 12, 2024 and other data protection laws, may involve significant costs or require changes in

products or business practices that could adversely affect our results of operations. Additionally, our ability to innovate

may be affected if we are unable to access foundation models and general- purpose AI in the same manner as our non-

EU competitors.

Our ability to generate revenue depends on our collection of significant amounts of data from various sources,

which may be restricted by consumer choice, clients, publishers and retailer partners, browsers or other

software, changes in technology, and new developments in laws, regulations and industry standards.

Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage

data, including data that we collect from our clients, data we receive from our publisher partners, retailers and third

parties, and data from our own operating history. Using cookies and other tracking technologies, such as hashed emails,

hashed customer log-ins, hashed mobile phone numbers or mobile advertising identifiers, we collect information about the

interactions of users with our clients’ and publisher and retailer partners’ digital properties (including, for example,

information about the placement of advertisements and users’ shopping or other interactions with our clients’ websites or

advertisements). Our ability to successfully leverage such data depends on our continued ability to access and use such

data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties

(such as clients, supply sources and publisher and retailer partners, who may also compete with us for advertising spend

and inventory), web browser developers or other software developers, changes in technology, including changes in web

browser technology, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, the emergence

of new opt-out signals such as “Global Privacy Control” and “Global Privacy Platform”, and new developments in, or new

interpretations of, laws, regulations and industry standards. These types of restrictions could materially impair the results

of our operations.

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Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or may implement

changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by

limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences.

Today, several major web browsers block third-party cookies by default. Internet users can also delete cookies from their

computers and mobile devices at any time. In July 2024, following the investigation of the UK Competition and Market

Authority (“CMA”), Google announced that it had abandoned plans to phase out support for third-party cookies in Chrome.

Instead of deprecating third-party cookies, Google has proposed an updated framework that allows users to make an

informed choice across web browsing that can be adjusted any time, which proposal remains subject to consultation with

the CMA, the Information Commissioner’s Office and other global regulators. Google also confirmed that it will pursue the

development and rollout of its Privacy Sandbox initiative (“PSB”) in parallel with this updated choice framework. Google’s

PSB would limit certain processing of personal data through third-party cookies, and replace it with certain application

programming interfaces (“APIs”) that would allow advertisers to receive data without using such third-party cookies. If the

updated choice framework and the PSB are adopted, it could require us to make changes to how we collect information

on consumer preferences. Google controls more than 65% of the browser market and has an even more dominant

position in the digital advertising market. Google and other web browser developers have significant resources at their

disposal and command substantial market share, and any negative user choice or restrictions they impose could foreclose

our ability to understand the preferences of a substantial number of consumers.

Although through continued innovation our business is relying less on third-party signals and more on first-party data-

based and other identifiers, if we are blocked or restricted from collecting information on consumer preferences and

serving personalized advertisements to a significant portion of internet users, our business could suffer and our results of

operations could be harmed.

Similarly, Internet users are increasingly able to download free or paid “ad-blocking” software, including on mobile devices,

which prevent third-party cookies from being stored on a user’s computer and block advertisements from being displayed

to such user. In addition, Google has introduced ad blocking software in its Chrome browser that blocks certain ads based

on quality standards established under a multi-stakeholder coalition. If such a feature inadvertently or mistakenly blocks

ads that are not within the established blocking standards, or if such capabilities become widely adopted and the

advertising technology industry does not collaboratively develop alternative technologies, our business could be harmed.

The Interactive Advertising Bureau and Digital Advertising Alliance have also developed frameworks that allow users to

opt out of the “sale” of their personal information under the CCPA, in ways that stop or severely limit the ability to show

targeted ads.

In addition, web browsers that explicitly do not allow the tracking of data may be growing in popularity. If a significant

number of web browser users switch to advertising-free services or platforms, our business could be materially impacted.

For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable,

pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow

users to express a preference with respect to data collection for advertising, including to disable the identifier and

therefore restrict or prevent targeted advertising. These identifiers and privacy controls are defined by the developers of

the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For

example, Apple requires user opt-in before permitting access to Apple’s unique identifier, or IDFA. This shift from enabling

user opt-out to an opt-in requirement has had, and is likely to continue to have, a substantial impact on the mobile

advertising ecosystem and could harm our growth in this channel.

User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still

developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those

channels.

The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key

element of the Criteo Commerce Media Platform. If too few of our clients provide us with the permission to share their

data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining

the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished,

which could impact the performance of our products and materially impact our business.

In addition, our ability to collect and use data may be restricted or prevented by other factors, including:

• failure of our, or our clients’, network, hardware, or software systems;

•our inability to grow our client and publisher base in new industry verticals and geographic markets to obtain the

critical mass of data necessary for Criteo AI Engine to perform optimally;

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• malicious traffic (such as non-human traffic) that introduces “noise” in the information that we collect from clients

and publishers and retailer partners; and

• interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our

reliance on external third-party providers for cloud computing services and data center hosting services, in a

highly competitive market subject to close legal and regulatory scrutiny.

Any of the above-described limitations could also harm our business and adversely impact our future results of operations.

We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may

increase the risk that we will not be successful. Our historical growth rates may not be indicative of our future

growth, and we may have difficulty sustaining profitability.

We operate in a rapidly evolving industry. Our ability to forecast our future operating results is subject to several

uncertainties, including our ability to plan for and model future growth in both our business and the digital advertising

market. We are subject to risks and uncertainties frequently experienced by growing companies in rapidly evolving

industries, including challenges in forecasting accuracy, determining appropriate nature and levels of investments,

predicting adequate future headcount, assessing appropriate returns on investments, achieving market acceptance of our

existing and future offerings, managing client implementations and developing new solutions. If our assumptions regarding

these uncertainties, which we regularly use and update to plan our business, are incorrect or change in reaction to

changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ

materially from our expectations and our business could suffer.

You should not consider our revenue growth in past periods to be indicative of our future performance. In future periods,

our revenue could decline or grow more slowly than we expect. We believe the growth of our revenue depends on several

factors, including our ability to:

•attract new clients, and retain and expand our relationships with existing clients;

• maintain the breadth of our media owner network and attract new publishers and media owners, including large

retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume

and breadth of advertising inventory available to us;

• broaden our solutions portfolio to include additional marketing and monetization goals for commerce companies

and consumer brands across the open Internet, including web, apps and stores;

•adapt our offering to meet evolving needs of businesses, including to address market trends such as the (i)

continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) increasing

percentage of sales that involve multiple digital devices, (iii) increasing retailer adoption of retail media

monetization solutions, (iv) growing adoption by consumers of “ad-blocking” software on web browsers on

desktop and/or mobile devices and use by consumers of advertising-free services, (v) changes in the marketplace

for and supply of advertising inventory, (vi) changes in the overall ecosystem resulting in signal loss and (vii)

changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes;

• maintain and increase our access to data necessary for the performance of Criteo AI Engine;

•continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning

approaches and hardware; and

• continue to adapt to a changing regulatory landscape governing data use, data protection, privacy matters and AI.

We also anticipate continuing to invest in our business to increase the scale of our Commerce Media Platform and attract

more media spend. We cannot be certain that this strategy will be successful or result in increased liquidity or long-term

value for our shareholders.

We derive a significant portion of our revenue from companies in the retail, travel and classified industries, and

any downturn in these industries or any changes in regulations affecting these industries could harm our

business.

A significant portion of our revenue is derived from companies in the Retail, Travel and Classifieds industries. For

example, in 2024 and 2023, 75.0% and 77.7%, respectively, of our combined revenue for Performance Media was derived

from advertisements placed for Retail commerce businesses. Any downturn or increased competitive pressure in any of

our core industries, such as retailer bankruptcies due to poor economic conditions, or other industries we may target in the

future, may cause our clients to reduce their spending with us, or delay or cancel their advertising campaigns with us.

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We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled

talent or retain our senior management team and other key employees, we may not be able to achieve our

business objectives.

Our future success depends on our ability to continue to attract, hire, retain and motivate highly skilled employees,

particularly AI experts, software engineers, product managers and other employees with the technical skills that enable us

to deliver effective advertising solutions. Competition for diverse, experienced and highly skilled employees in our industry

is intense, in particular in the fields of AI and data science, and we expect certain of our key competitors, who are larger

than us and have access to more substantial resources, to pursue top talent on a global basis.

Our future success also depends on the continued service of our senior management team. As a global team heading a

global company, our management team must operate and collaborate across multiple geographies, which can make

coordinated management more challenging. Business transformation periods, changes in leadership and changes due to

business reorganization may result in uncertainty, impact business performance and strategies, and retention of key

personnel. We may be unable to attract or retain or successfully transition the management and highly skilled personnel

who are critical to our success, which could disrupt our business, hinder our ability to keep pace with innovation and

technological change in our industry, drive stock price volatility, or result in harm to our key client and publisher

relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs.

If we are unable to continue to successfully attract and retain highly skilled talent, senior management and maintain our

corporate culture, it could adversely affect our ability to compete effectively and execute on our business strategy.

As we expand the market for our solutions, we may become more dependent on advertising agencies as

intermediaries, which may adversely affect our ability to attract and retain business.

As we market our solutions, we may increasingly need advertising agencies to work with us in assisting businesses in

planning and purchasing for broader marketing goals. In 2024, 30% of Retail Media’s media spend and 32% of 

Performance Media’s media spend was spent through advertising agencies.

Overall, we believe that accessing broader advertising budgets by partnering with advertising agencies represents a

significant incremental business opportunity for us, though it also may involve significant risks.

For example, if we have an unsuccessful engagement with an advertising agency on a particular advertising campaign,

we risk losing the ability to work not only for the client for whom the campaign was run, but also for other clients

represented by that agency.

The increasing presence of advertising agencies as intermediaries between us and our clients creates a challenge to

building our own brand awareness and maintaining an affinity with our clients (including if clients move from one

advertising agency to another), who are the ultimate sources of our revenue. In the event we were to become more

dependent on advertising agencies as intermediaries, this may adversely affect our ability to attract and retain business. In

addition, an increased dependency on advertising agencies may harm our results of operations, because of the increased

agency fees we may be required to pay and/or because of longer payment terms from agencies.

Our future success will depend in part on our ability to expand into new industry verticals.

As we market our offering to a wider group of consumer brands and companies outside of our historical key industry

verticals of retail, travel and classifieds, among others, we will need to adapt our solutions and effectively market our value

to businesses in these new industry verticals. Our successful expansion into new industry verticals will depend on various

factors, including our ability to:

• accumulate sufficient data sets relevant for those industry verticals to ensure that Criteo AI Engine has sufficient

quantity and quality of information to deliver efficient and effective internet display advertisements;

• design solutions that are attractive to businesses in such verticals;

• work with clients in new industry verticals through the agencies that manage their advertising budgets;

• hire personnel with relevant industry vertical experience to lead sales and product teams;

• provide high returns, and maintain such returns at scale, on advertising spend in such industries; and

• transparently measure the performance of such advertising spend based on clear, measurable metrics.

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If we are unable to successfully adapt our offering to appeal to businesses in industries other than our core verticals, or

are unable to effectively market such solutions to businesses in such industries, we may not be able to achieve our growth

or business objectives. Further, as we expand our client base and offering into new industry verticals, we may be unable

to maintain our current client retention rates.

Our future success will depend in part on our ability to expand into new advertising channels.

We define an advertising channel as a specific advertisement medium to engage with a user or a consumer for which we

currently purchase inventory through a specific source. We started delivering elements of our offering through internet

display advertisements in desktop browsers. Since then, we have expanded into mobile in-browser and in-app, native

display, including on social media platforms, and online video inventory.

We may broaden the spectrum of our advertising channels further, including into Social, Connected TV and Digital Out of

Home, if we believe that doing so would significantly increase the value we can offer to clients. However, any future

attempts to enter new advertising channels may not be successful.

Our success in expanding into any additional advertising channels will depend on various factors, including our ability to

identify, adapt, innovate, market and integrate our solutions to the new advertising channels.

Any decrease in the use of current advertising channels, whether due to clients losing confidence in the value or

effectiveness of such channels, regulatory or technology restrictions or if we are unable to successfully adapt our solutions

to additional advertising channels and effectively market such offerings to our existing and prospective clients, or if we are

unable to maintain our pricing and measurement models in these additional advertising channels, may prevent us from

achieving our growth or business objectives.

We experience fluctuations in our results of operations due to a number of factors, which make our future results

difficult to predict and could cause our operating results to fall below expectations or our guidance.

Our quarterly and annual results of operations fluctuate due to a variety of factors, many of which are outside of our

control. Fluctuations in our results of operations could cause our performance to fall below the expectations of analysts

and investors, and adversely affect the price of our ADSs. You should not rely on our past results as an indication of our

future performance. Factors that may affect our quarterly results of operations include:

•the nature of our clients’ products or services, including the seasonal nature of our clients’ advertising spending;

• lengthy implementation cycles of new solutions resulting in expenses incurred without any guarantee of revenue

generation;

• demand for our offering and the size, scope and timing of digital advertising campaigns;

• for certain parts of our business, the lack of long-term agreements with some of our clients and publishers;

• client and publisher retention, including concentration of any clients or publishers;

• market acceptance of our offering and future solutions and services (i) in current and new industry verticals, (ii) in

new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals;

• the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry

verticals, acquisitions and/or capital projects;

• the timing of adding support for new digital devices, platforms and operating systems;

•the amount of inventory purchased through direct relationships with publishers versus internet advertising

exchanges or networks;

• our clients’ budgeting cycles;

• changes in the competitive dynamics of our industry, including consolidation among competitors;

• consumers’ response to our clients’ advertisements, to online advertising in general and to tracking technologies

for targeted or behavioral advertising purposes;

• our ability to control costs, including our operating expenses;

• network outages, errors in our technology or security breaches and any associated expense and collateral effects;

• foreign currency exchange rate fluctuations, as some of foreign transactions are denominated in local currencies;

• failure to successfully manage or integrate any acquisitions; and

• general economic and political conditions in our domestic and international markets, including public health crises

(such as the outbreak of contagious disease or pandemics) and geopolitical conflicts.

As a result, we may have a limited ability to forecast future revenue and expenses, and our results of operations may from

time to time fall below our estimates or the expectations of public market analysts and investors.

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Risks Related to Data Privacy, Intellectual Property and Cybersecurity

Our business involves the use, transmission and storage of personal data and confidential information, and the

failure to properly safeguard such information could result in significant reputational harm and monetary

damages.

Our business involves the use, storage and transmission of confidential consumer, client and publisher information and

personal data, including certain purchaser data, as well as proprietary software and financial, employee and operational

information. Security breaches could expose us to unauthorized disclosure of this information, litigation and possible

liability, as well as damage to our relationships with our clients and publisher and retailer partners. If our security

measures are breached as a result of third-party action, employee or contractor error (including through use of generative

AI technologies), malfeasance or otherwise and, as a result, someone obtains unauthorized access to such data, our

reputation could be damaged, our business may suffer, and we could incur significant liability.

Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data or to disrupt

our ability to provide services. As a result of our prominence, the size of our user base, and the volume of  data in our

systems, we may be a particularly attractive target for such cyber-attacks. Any failure to prevent or mitigate security

breaches and improper access to or disclosure of our data or user data, trade secrets and IP, or information from our

clients and publishers and retailer partners, could result in the loss or misuse of such data, which could harm our business

and reputation and diminish our competitive position. In addition, computer malware/ransomware, viruses, unauthorized

access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors,

have become more prevalent in our industry. Our products embed open source software, which could be subject to

vulnerabilities that may make our products susceptible to cyber-attacks.  We rely on cloud storage providers. There may

be increased security exposure due to our use of cloud storage. Security incidents have occurred on our systems in the

past, and will likely occur on our systems in the future.

Our efforts to address undesirable activity on our platform may also increase the risk of retaliatory cyber-attacks. As a

result, we may suffer significant legal, reputational, or financial exposure, which could adversely affect our business and

results of operations.

Cyber-attacks continue to constantly evolve in sophistication and volume, including with AI and machine learning, and

inherently may be difficult to anticipate and detect for long periods of time. Techniques used by hackers to obtain

unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a

target. Although we have invested in and developed systems and processes that are designed to protect data, and to

prevent or detect security breaches, such measures have not provided, and cannot be expected to provide, absolute

security, and we may incur significant costs in protecting against and remediating cyber-attacks. In addition, the

perpetrators of such activities often are very sophisticated, and can include foreign governments and other parties with

significant resources at their disposal. We may also have to expend considerable resources on determining the nature

and extent of such attacks.

If an actual or perceived security breach occurs, the market perception of our security measures could be harmed, and we

could lose both clients and revenue. Any significant violations of data privacy or other security breaches could result in the

loss of business, litigation and regulatory investigations and penalties that could damage our reputation and adversely

impact our results of operations and financial condition. Moreover, if a high-profile security breach occurs with respect to

another provider of digital advertising solutions, our clients and potential clients may lose trust in the security of providers

of digital advertising in general, and Display Advertising solutions in particular, which could adversely impact our ability to

retain existing clients or attract new ones.

Additionally, hackers may attempt to fraudulently induce employees, consumers, our clients, our publisher and retail

partners or third-party providers into disclosing sensitive information such as user names, passwords or other information

in order to gain access to our data, our clients’ data or our publisher and retailer partners’ data, which could result in

significant legal and financial exposure and a loss of confidence in the security of our offering and, ultimately, harm to our

future business prospects. A party who is able to compromise the security of our facilities, including our data centers or

office facilities, or any device, such as a smartphone or laptop, connected to our systems could misappropriate our, our

clients’, our publishers and retail partners’ or consumers’ proprietary information, or cause interruptions or malfunctions in

our operations or those of our clients and/or publishers and retailer partners.

We have invested in and expended significant resources to protect against such threats and to alleviate problems caused

by breaches in security and may have to expend additional resources for such purposes in the future.

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Our  insurance policies may be inadequate or may not be available in the future on acceptable terms, or at all. In addition,

our policies may not cover any claim against us for loss of data or other indirect or consequential damages and defending

a suit, regardless of its merit, could be costly and divert management’s attention.

If we are unable to protect our proprietary information or other intellectual property, our business could be

adversely affected.

Our patents, trademarks, trade secrets, copyrights, and other IP rights are important assets. Various events outside of our

control threaten these rights, and our products, services, and technologies.

For example, effective IP protection may be resource intensive or may not be available in every country in which we

operate or intend to operate. Some IP-mechanisms, such as patents, may require us to disclose otherwise confidential

information to the public.

Third parties may knowingly or unknowingly infringe or challenge our proprietary rights, and our pending and future

trademark and patent applications may not be approved. Although we seek to obtain patent protection for our innovations,

it is possible we may not be able to protect some of these innovations in a sufficient or effective manner. Moreover, we

may not have adequate legal protection for certain innovations or geographies that later turn out to be important.

Furthermore, despite our efforts, the protection obtained may be insufficient or an issued patent may be deemed invalid or

unenforceable.

Security breaches of our information systems, or those of our third-party providers or other IT resources could also result

in the exposure of our proprietary information. Additionally, competitors may independently develop our trade secrets, and

our protective measures may not prevent unauthorized use or reverse engineering of our trade secrets or proprietary

information.

To protect or enforce our IP rights, we may initiate litigation against third parties, which could be expensive, time-

consuming and divert management’s attention from other business concerns. We may not prevail in any such lawsuits,

and the damages or other remedies awarded, if any, may not be commercially valuable. Any increase in the unauthorized

use of our IP may adversely affect our business, financial condition and results of operations.

Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our

offerings, could significantly disrupt our operations and cause us to lose clients.

Our business relies on the continued and uninterrupted performance of our software and hardware infrastructures,

including Criteo AI Engine. We currently place close to five billion advertisements per day and each of those

advertisements can be placed in under 100 milliseconds.

Sustained or repeated system failures of our, or our third-party providers’, software or hardware infrastructures (such as

massive and sustained data center or cloud service provider outages), which interrupt our ability to deliver advertisements

quickly and accurately, our ability to serve and track advertisements, our ability to process consumers’ responses to those

advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to

clients and publisher and retail partners, reduce our revenue or otherwise negatively impact our financial situation, impair

our reputation and subject us to significant liability.

Additionally, if, for any reason, our arrangement with one or more data centers or cloud providers is terminated earlier than

scheduled, we could experience difficulties and additional expense in arranging for new facilities and support, particularly

given the current competitive nature of the data centers market at a worldwide scale, which involves high demands, low

offers and strong pressure from providers to increase prices and diversify their client base. Any steps we take to ensure

business continuity and increase the security, reliability and redundancy of our systems supporting the Criteo technology

or operations may be expensive and may not be 100% successful in preventing system failures. Similarly, advancements

in machine learning approaches, AI and other technologies may require us to upgrade or replace essential hardware

(such as graphics processing units), which could involve substantial resources and could be difficult to implement.

In addition, while we seek to maintain excess capacity to facilitate the rapid provision of new client deployments and the

expansion of existing client deployments, we may need to increase and update data center hosting capacity, bandwidth,

storage, power or other elements of our system architecture and infrastructure prompt to adapt and meet the continuous

growth of our client base and/or our traffic.

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The expansion and improvement of our systems and infrastructure may require us to commit substantial financial,

operational and technical resources, with no assurance that third- party providers will honor such requests or that our

business will increase accordingly. Our existing systems may not be able to scale up in a manner satisfactory to our

existing or prospective clients, and may not be adequately designed with the necessary reliability and redundancy of

certain critical portions of our infrastructure to avoid performance delays or outages that could be harmful to our business.

Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of

a growing base of global clients and publisher and retailer partners could adversely affect the functioning and performance

of our technology and could in turn affect our results of operations.

Finally, our systems and the systems of our third-party providers are vulnerable to damage and increased costs from a

variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters,

terrorism, power outages, a variety of other possible outages affecting data centers, increases in the price of energy

needed to power and cool data centers, a decision to close any data center or the facilities of any other third-party

provider earlier than initially scheduled, and malicious human acts, including hacking, computer viruses, malware/

ransomware and other security breaches. Techniques used to obtain unauthorized access or to sabotage systems change

frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate

some of these techniques or to implement adequate preventive measures.

If we are unable to prevent system failures, the functioning and performance of our solutions could suffer, which in turn

could interrupt our business and harm our results of operations.

Our business may suffer if it is alleged or determined that our technology or another aspect of our business

infringes the intellectual property rights of others.

The online and mobile advertising industries are characterized by the existence of many patents, copyrights, trademarks,

trade secrets and other IP and proprietary rights. Our success depends, in part, upon non-infringement of IP rights owned

by others and resolving infringement or misappropriation claims without major financial expenditures or adverse

consequences. From time to time, we may be the subject of claims that our services, solutions and underlying or

associated technology infringe or violate the IP rights of others, particularly as we expand the scope and complexity of our

business.

Regardless of any merit of such claims, these claims are time-consuming and costly to evaluate and defend, and the

outcome of any litigation is inherently uncertain. Some of our competitors have substantially greater resources than we do

and are able to sustain the costs of complex IP litigation to a greater degree and for longer periods of time than we could.

Such infringement claims could subject us to significant liabilities for monetary damages, interfere with or delay our

development, commercialization or provision of our offerings on acceptable terms, harm our reputation or require

technology or branding changes.

In addition, we may be exposed to claims that advertising content violates the IP or other rights of third parties and

although we may have the right of recourse, this may be difficult or costly to enforce. Such claims could be made directly

against us or against the advertising agencies we work with, media networks and exchanges, or publishers and retailers

from whom we purchase advertising inventory.

Under our agreements with larger partners, including advertising agencies, media networks and exchanges, publishers

and retailers, we may be required to indemnify such partners against claims related to advertisements we served. We

generally require our clients to indemnify us for any damages from any such claims, but such clients may not have the

ability to satisfy their indemnification obligations to us, and pursuing any claims for indemnification may be costly or

unsuccessful. As a result, we may be required to satisfy our indemnification obligations to advertising agencies, media

networks and exchanges, publishers and retailers or claims against us with our assets. This could harm our reputation,

business, financial condition and results of operations, and could impact our relationships with partners or clients.

Our inability to use software licensed from third parties, or our use of open source software under license terms

that interfere with our proprietary rights, could disrupt our business.

Our technology platform and internal systems incorporate software licensed from third parties, including open source

software, which we use without charge. Although we monitor our use of open source software, the terms of many open

source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and such licenses could be

construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our technology

offering to our clients. In the future, we could be required to seek licenses from third parties to continue offering our

solutions, which licenses may not be available on acceptable terms, or at all.

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Alternatively, we may need to re-engineer our offerings or discontinue certain functionalities provided by our technology. In

addition, the terms of open source software licenses may require us to provide software that we develop using such

software to others on unfavorable terms, such as by precluding us from charging license fees or by requiring us to

disclose our source code. Any such restriction on the use of our own software, or our inability to use open source or third-

party software, could disrupt our business or operations, or delay our development of future offerings or enhancements of

our existing platform, which could impair our business.

Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSs

The market price for the ADSs has been and may continue to be volatile or may decline regardless of our

operating performance.

The trading price of the ADSs has significantly fluctuated, and is likely to continue to fluctuate, substantially. The trading

price of the ADSs depends on several factors, including those described in this “Risk Factors” section, many of which are

beyond our control and may not be related to our operating performance. Since the ADSs were sold at our initial public

offering in October 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $5.89 and as high as

$60.95 through December 31, 2024. The market price of the ADSs has fluctuated and may fluctuate significantly in

response to numerous factors, many of which are beyond our control, including:

•actual or anticipated fluctuations in our revenue and other results of operations;

•the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance;

•investor perception of risks in our industry;

• failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial

estimates by any securities analysts who follow our company, or our failure to meet these estimates or the

expectations of investors;

• announcements by us, our competitors or large influential technology companies of significant technical

innovations or changes, acquisitions, strategic partnerships, joint ventures or capital commitments;

• changes in operating performance and stock market valuations of advertising technology or other technology

companies, or those in our industry in particular;

• investor sentiment with respect to our competitors, business partners or industry in general;

• price and volume fluctuations in the overall stock market, including due to trends in the economy as a whole;

• additional ADSs being sold into the market by us or the Company’s insiders;

• media coverage of our business and financial performance;

• developments in anticipated or new legislation or new or pending lawsuits or regulatory actions;

• other events or factors, including resulting from economic recessions, political conditions, natural disasters or

weather events, cybersecurity incidents, pandemics, war, terrorism or other catastrophic events or responses; and

• any other risks identified in this Form 10-K.

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to

affect the market prices of equity securities of many technology companies. Stock prices of many technology companies

have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.

In the past, shareholders have instituted securities class action litigation following periods of market volatility. Because of

the past and the potential future volatility of our stock price, we may become the target of securities litigation in the future.

If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the

attention of management from our business and adversely affect our business.

Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our

results of operations, financial condition, or share price.

We have been, and may in the future be, subject to activities initiated by activist shareholders. We may not always be

successful in engaging constructively with one or more shareholders, and any resulting activist campaign could have an

adverse effect on us.  It is possible that responding to actions by activist shareholders could disrupt our business and

operations, be costly or time-consuming, or divert the attention of our board of directors or senior management. In

addition, perceived uncertainties about our future direction may result in a loss of potential business opportunities and

harm our ability to attract and retain customers, employees and business partners. Any such actions also may cause the

market price of our shares to experience volatility, which could be significant.

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We may need additional capital in the future to meet our financial obligations and to pursue our business

objectives. Additional capital may not be available on favorable terms, or at all, and may contain restrictions

which could compromise our ability to meet our financial obligations and operate and grow our business.

We currently have a senior unsecured revolving credit facility under which we may borrow up to €407 million (or its

equivalent in U.S. dollars) for general corporate purposes, including the funding of business combinations (the "General

RCF").

Maturity of this facility is in September 2027. While we anticipate that our existing cash and cash equivalents and short-

term investments will be sufficient to fund our operations for at least the next 12 months, we intend to continue growing

our business, including through retail media, and as such, we cannot assure that we will be able to generate sufficient

cash flow from operations or that future borrowings will be available under our General RCF in an amount sufficient to

fund, among other things, the capital requirements of retail media, new product development, or our future working capital

needs. If we may need to raise additional capital to fund operations and growth in the future or to finance acquisitions and

adequate funds are not available on acceptable terms, we may be unable to fund the expansion of our research and

development and sales and marketing efforts, the development of new features or enhancements to our products,

increase working capital, take advantage of acquisition or other opportunities, or adequately respond to competitive

pressures which could seriously harm our business and results of operations.

Furthermore, if we raise additional funds through the issuance of additional equity securities, shareholders will experience

dilution, and the new equity securities could have rights senior to those of our ordinary shares.

The credit agreement for the General RCF contains, and documents governing our future indebtedness may contain,

numerous covenants that limit the discretion of management with respect to certain business matters. These covenants

place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional

indebtedness, pay dividends, sell certain assets or engage in mergers and acquisitions, and create liens. Our credit

agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet

certain financial ratios and tests. To the extent we draw on the General RCF or incur new debt, the debt holders have

rights senior to shareholders to make claims on our assets.

The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an

event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the

related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-

acceleration or cross-default provisions.

Our business could be negatively impacted by the activities of hedge funds or short sellers.

There is the risk that we may be subject, from time to time, to challenges arising from the activities of hedge funds, short

sellers or similar individuals who may not have the best interests of shareholders or the Company in mind. Reports or

other publications prepared and disseminated by such hedge funds or short sellers may cause significant fluctuations in

our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the

underlying fundamentals and prospects of our business, and could cause the price of our ADSs or trading volume to

decline. Furthermore, responding to such activities could be costly and time-consuming and may be intended to, and may

in fact, divert the attention of our board of directors and senior management from the pursuit of our business strategies

and adversely affect our business.

We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return

on your investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the

amount of dividends we are able to distribute.

We have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the

foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic.

In addition, we have used a portion of our available liquidity to repurchase our shares in the past (such repurchases being

limited as per French law in scope (employee incentive purposes or external growth purposes only) and in amount

(notably the Company cannot hold more than 10% of its share capital at any time)), and may continue to do so from time

to time in the future.

In addition, to the extent we pay any dividends or repurchase our shares followed by their cancellation in the future, under

French law, such actions may subject us to additional taxes, which are uncertain and subject to change from time to time.

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The determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our statutory

financial statements prepared and presented in accordance with accounting principles generally accepted in France.

Therefore, we may be more restricted in our ability to declare dividends than companies not based in France. Please see

the subsection entitled “French Tax Consequences” in Item 5 of Part II in this Form 10-K for further details on such taxes

and limitations.

Finally, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S.

dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in

euros, if any. These factors could harm the value of ADSs, and, in turn, the U.S. dollar proceeds that holders receive from

the sale of ADSs.

Because you are not likely to receive any dividends on your ADSs for the foreseeable future, the success of an investment

in ADSs will depend upon any future appreciation in their value. Consequently, investors may need to sell all or part of

their holdings of ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their

investment.

Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.

Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could

make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. In addition,

provisions of our by-laws impose various procedural and other requirements, which could make it more difficult for

shareholders to effect certain corporate actions. These provisions include, but are not limited to, the following:

• our ordinary shares are in registered form only and we must be notified of any transfer of our shares for such

transfer to be validly registered;

• under French law, certain investments in any entity governed by a French law relating to certain strategic

industries and activities (such as data processing, transmission or storage activities) by individuals or entities not

French, not resident in France or controlled by entities not French or not resident in France are subject to prior

authorization of the Minister of Economy (see the section entitled "Exchange Controls & Ownership by Non-

French Residents" in Item 5 to Part II in this Form 10-K);

• provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to

force out the minority shareholders following a tender offer made to all shareholders are only applicable to

companies listed on a stock exchange of the EU and will therefore not be applicable to us;

• a merger (i.e., in a French law context, a stock-for-stock exchange in which our Company would be dissolved into

the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our Company into

a company incorporated outside of the EU would require the unanimous approval of our shareholders;

• a merger of our Company into a company incorporated in the EU would require the approval of our board of

directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or

voting by mail at the relevant extraordinary shareholders' meeting;

• under French law, a cash merger is treated as a share purchase and would require the consent of each

participating shareholder; and

• our shareholders have preferential subscription rights proportionate to their shareholding on the issuance by us of

any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary

general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder.

You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by ADSs only in accordance

with the provisions of the deposit agreement, as amended from time to time. The deposit agreement provides that, upon

receipt of notice of any meeting of our ordinary shareholders, the depositary will fix a record date for the determination of

ADS holders entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so

request, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of

consent or proxy sent by us and (2) a statement on the manner that instructions may be given by the holders.

You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be

able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you

may not know about the meeting far enough in advance to withdraw those ordinary shares.

If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange

to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure

that you can instruct the depositary to vote or to withdraw your ordinary shares so that you can vote them yourself.

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If the depositary does not receive timely voting instructions from you, it may give a proxy to a person designated by us to

vote the ordinary shares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to

carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to

exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not

voted as you requested.

Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive

dividends in shares may be limited, which may cause dilution to your holdings.

According to French law, if we issue additional securities for cash, current shareholders will have preferential subscription

rights for these securities proportionally to their shareholding in our Company unless they waive those rights at an

extraordinary meeting of our shareholders (by a two-thirds majority vote) or individually by each shareholder.

However, our ADS holders in the U.S. will not be entitled to exercise or sell such rights unless we register the rights and

the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is

available. In addition, the deposit agreement provides that the depositary will not make rights available to you unless the

distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or

exempted from registration under the Securities Act.

Further, if we offer holders of our ordinary shares the option to receive dividends in either cash or shares, under the

deposit agreement the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs

does not require registration of any securities under the Securities Act before making the option available to holders of

ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to

endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an

exemption from registration under the Securities Act.

Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and

may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not

distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will

receive no value for these rights.

You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary

shares.

Your ADSs, which may be evidenced by American Depositary Receipts, are transferable on the books of the depositary.

However, the depositary may close its books at any time or from time to time when it deems expedient in connection with

the performance of its duties.

The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of

the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement

of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason

subject to your right to cancel your ADSs and withdraw the underlying ordinary shares.

Temporary delays in the cancellation of your ADSs and your withdrawal of the underlying ordinary shares may arise

because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares

is blocked to permit voting at a shareholders’ meeting or we are paying a dividend on our ordinary shares.

In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money

for fees, taxes and similar charges and when it is necessary to prohibit withdrawals to comply with any laws or

governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

U.S. investors may have difficulty enforcing civil liabilities against our Company, directors and senior

management.

Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of

the U.S., and all or a substantial portion of our assets and the assets of such persons are located outside the U.S. As a

result, it may not be possible to serve process on such persons or us in the U.S. or to enforce judgments obtained in U.S.

courts against them or us based on civil liability provisions of the securities laws of the U.S. Additionally, it may be difficult

to assert U.S. securities law claims in actions originally instituted outside of the U.S.

33

Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate

forums in which to bring such a claim. Even if a foreign court agrees to hear a U.S. securities law claim, it may determine

that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim.

Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a

time-consuming and costly process, and procedural rules would still be governed by the law of the jurisdiction in which the

foreign court resides. In particular, there is some doubt as to whether French courts would recognize and enforce certain

civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability

provisions. In addition, damages exceeding the actual damages in actions brought in the U.S. or elsewhere, such as

punitive damages, may be unenforceable in France.

The enforceability of any judgment in France will depend on the particular facts of the case as well as the laws and

treaties in effect at the time. The U.S. and France do not currently have a treaty providing for recognition and enforcement

of judgments (other than arbitration awards) in civil and commercial matters; therefore, the recognition and enforcement of

any such judgment would be subject to French procedural law and may not be granted.

The rights of shareholders in companies subject to French corporate law differ in material respects from the

rights of shareholders of corporations incorporated in the U.S.

We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws

governing companies incorporated in France. The rights of shareholders and the responsibilities of our board of directors

are in many ways different from the rights and obligations of shareholders in companies governed by U.S. laws.

For example, in the performance of its duties, our board of directors is required by French law to consider the interests of

our Company while taking into consideration its social and environmental challenges, its shareholders, its employees and

other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have

interests that are different from, or in addition to, your interests as a shareholder.

General Risk Factors

In periods of macroeconomic and geopolitical uncertainty, businesses may delay or reduce their spending on

advertising, which may expose us to the credit risk of some of our clients and adversely affect our business,

financial condition, results of operations and/or cash flows.

Our business depends in part on worldwide economic conditions and on the overall demand for advertising and the

economic health of advertisers that benefit from our platform. Global economies, including the U.S. and Europe, are being

impacted by adverse economic conditions, including inflation, fluctuating interest rates, recessions, volatility in credit,

equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy.

These conditions coupled with geopolitical instability, such as the current conflicts in the Middle East and Ukraine, make it

difficult for our clients and us to accurately forecast and plan future business activities, and may result in businesses

reducing or delaying advertising spending in general and on a solution such as ours.

Additionally, we are exposed to credit risks due to our financing activities and our evolving client portfolio involving varied

payment terms, which could result in further exposure if our clients are adversely affected by any such macroeconomic

uncertainty. The timing of receipt of payment from our clients may impact our cash flows and working capital.

If any such macroeconomic conditions remain uncertain, persist, spread or deteriorate further, this could continue to

significantly impact, our operating results, financial condition and cash flows.

Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our

results of operations.

As a French technology company, we have benefited from certain tax advantages, linked to IP or research and

developments. The French tax authority may audit these tax incentives and challenge all or part of their benefits. In such a

case, we could be liable for additional corporate tax, and penalties and interest related thereto, which could have an

impact on our results of operations and future cash flows. Furthermore, the tax laws may change, and could remove these

incentives in the future or reduce their benefits.

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We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes

or laws, or revised interpretations thereof, that may negatively affect our results of operations.

As a multinational organization operating in multiple jurisdictions, we are subject to taxation in several jurisdictions around

the world with increasingly complex foreign trade regulations, policies and tax laws, the application of which can be

uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the

applicable tax principles and policies, including potential new tariffs or withholding taxes, increased tax rates, the OECD-

led reforms, potential retaliatory measures by affected jurisdictions, new tax laws or revised interpretations of existing tax

laws and precedents, which could have a material adverse effect on our liquidity and results of operations.

If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial

results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.

As a public company, we are required to maintain internal controls over financial reporting (“ICFR”) and to report any

material weaknesses in such internal control. In addition, we are required to submit a report by management to the Audit

Committee and external auditors on the effectiveness of our ICFR pursuant to Section 404 of the Sarbanes-Oxley Act

(“SOX”) and our independent registered public accounting firm is required to attest to the effectiveness of our ICFR. If we

identify material weaknesses in our ICFR, if we are unable to comply with the requirements of Section 404 of SOX in a

timely manner or assert that our ICFR are effective, or if our independent registered public accounting firm is unable to

express an opinion as to the effectiveness of our ICFR when required, investors may lose confidence in the accuracy and

completeness of our financial reports and the market price of ADSs may be adversely impacted, and we could become

subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities,

which could require additional financial and management resources.

U.S. Holders of our ADSs may suffer adverse tax consequences if we are treated as a “passive foreign

investment company” for U.S. federal income tax purposes.

A non-U.S. corporation will be considered a “passive foreign investment company”, or PFIC, for U.S. federal income tax

purposes, for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least

50% of the value of its assets (based on an average of the quarterly values of the assets during such year) is attributable

to assets that produce or are held for the production of passive income. Passive income includes, among other things,

dividends, interest, certain non-active rents and royalties, net gains from the sale or exchange of property producing such

income and net foreign (non-U.S.) currency gains.

For this purpose, cash and assets readily convertible into cash are generally categorized as passive assets, subject to a

limited exception under proposed regulations in respect of working capital held in a non-interest bearing financial account

for the present needs of an active trade or business to cover operating expenses reasonably expected to be paid within 90

days. Goodwill and other un-booked intangibles are taken into account and being characterized as either active or

passive, as appropriate; for example, our goodwill associated with active business activity is taken into account as a non-

passive asset.

As the value of our assets for purposes of the above-mentioned PFIC asset test will generally be determined by reference

to the market value of our ADSs, the determination of whether we will be or become a PFIC will depend in large part upon

the market value of our ADSs, which we cannot control.

Accordingly, fluctuations in the market price of our ADSs may cause us to become a PFIC for the current taxable year or

future taxable years. The determination of whether we will be or become a PFIC will also depend, in part, upon the nature

of our income and the valuation of our assets, including goodwill, which are subject to change from year to year.

Moreover, as we have valued our goodwill based on the market value of our ADSs, a decrease in the price of ADSs may

also result in becoming a PFIC. The composition of our income and assets may also be affected by how, and how quickly,

we use our liquid assets.

For purposes of the above-mentioned PFIC tests, we will be treated as if we held our proportionate share of the assets

and received directly our proportionate share of the income of any other corporation in which we directly or indirectly own

at least 25% (by value) of the shares of such corporation.

Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for

the taxable year ended  December 31, 2024, and we do not anticipate becoming a PFIC in the current taxable year or the

foreseeable future.

4 A U.S. Holder is (1) a legal and/or a beneficial owner of our ADSs and (2) a U.S. person for U.S. federal income tax purposes, specifically: (i) an

individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity treated as an

association taxable as a corporation for U.S. federal income tax purposes, that is created in, or organized under the law of the United States, any state

thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its

source or whether or not the income is effectively connected with the conduct of a U.S. trade or business; (iv) a trust, the administration of which is

subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of

the trust; or (v) a person that has otherwise validly elected to be treated as a U.S. person under the U.S. Internal Revenue Code of 1986 (as amended).

35

The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis

applying principles and methodologies that are in some circumstances unclear. Since a separate factual determination as

to whether we are or have become a PFIC must be made each year (after the close of such year), we cannot assure that

we will not be or become a PFIC in the current year or any future taxable year.

If we were to be classified as a PFIC for any taxable year during which a U.S. Holder4 holds our ADSs, we would continue

to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the U.S. Holder makes certain

elections, for future years even if we cease to be a PFIC. The U.S. Holder may be subject to adverse tax consequences,

including (1) the treatment of all or a portion of any gain on disposition of our ADSs as ordinary income (and therefore

ineligible for the preferential rates that apply to capital gains with respect to non-corporate U.S. persons), (2) the

application of an interest charge with respect to such gain and on the receipt of certain dividends on our ADSs and (3)

required compliance with certain reporting requirements. Each U.S. Holder is strongly urged to consult its tax advisor

regarding the application of these rules and the availability of any potential elections. For further information regarding the

U.S. federal income tax considerations relevant to our potential status as a PFIC, please see the section entitled “U.S.

Federal Income Tax Considerations for U.S. Holders-PFIC Rules” in this Form 10-K.

If a U.S. Holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S.

federal income tax consequences.

If a U.S. Holder is treated as owning (directly, indirectly, or constructively through attribution) at least 10% of the total value

of our stock or at least 10% of the total combined voting power of all classes of our stock entitled to vote, such person may

be treated as a “United States shareholder” (“U.S. Shareholder”) with respect to each “controlled foreign

corporation” (“CFC”) in our group (if any). A non-U.S. entity treated as a corporation for U.S. tax purposes will constitute a

CFC if one or more such U.S. Shareholders (generally defined as U.S. persons that-directly, indirectly, or constructively

through attribution-own at least 10% of the vote or value of the entity) own in the aggregate more than 50% of the entity’s

total vote or value.

If we are classified as both a CFC and a PFIC (as defined above), we generally will not be treated as a PFIC with respect

to those U.S. Holders that are U.S. Shareholders during the period in which we are a CFC.

We do not believe we are currently a CFC. However, no assurances can be given that we are not a CFC or that we will

not become a CFC in the future. Because our group includes one or more U.S. corporations, certain of our non-U.S.

corporate subsidiaries could be treated as CFCs (regardless of whether or not we are treated as a CFC). A U.S.

Shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of

“Subpart F income,” “global intangible low-taxed income,” and investments of earnings in U.S. property by CFCs,

regardless of whether we make any distributions to our shareholders. Subpart F income generally includes dividends,

interest, certain non-active rents and royalties, gains from the sale of securities and income from certain transactions with

related parties, and “global intangible low-taxed income” generally consists of net income of the CFC, other than Subpart

F income and certain other types of income, in excess of certain thresholds. In addition, a U.S. shareholder that realizes

gain from the sale or exchange of shares in a CFC may be required to classify a portion of such gain as dividend income

rather than capital gain.

Failure to comply with such reporting requirements could result in adverse tax effects for U.S. Shareholders and

potentially significant monetary penalties. An individual that is a U.S. Shareholder with respect to a CFC generally would

not be allowed certain tax deductions or foreign tax credits that would be allowed to a U.S. Shareholder that is a U.S.

corporation.

The determinations of CFC status and U.S. Shareholder status are complex and includes attribution rules, the application

of which are not entirely certain. We cannot provide any assurances that we will assist investors in determining whether

any of our non-U.S. subsidiaries is treated as a CFC or whether any investor is a U.S. Shareholder, or that we will furnish

to any U.S. Shareholders information that may be necessary to comply with the aforementioned obligations. A U.S. Holder

should consult its advisors regarding the potential application of these rules to an investment in our ADSs.

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Item 1B.    Unresolved Staff Comments

We do not have any unresolved comments from the SEC staff.

Item 1C. Cybersecurity

Overview

Criteo recognizes the critical importance of maintaining the safety and security of our systems and data and has a holistic

process for overseeing and managing cybersecurity and related risks. Our security program is led by our Chief Information

Security Officer (“CISO”), who reports directly to our Chief Technology Officer (“CTO”), who is responsible for managing

cybersecurity risks as well as protecting our products, networks and systems. Our CISO has extensive information

technology and program management experience and has served many years in our corporate information security

organization. Our CISO manages our security organization, which is composed of dedicated teams of experts in security

engineering, incident response, compliance, and software development.

Governance

Our Board of Directors is primarily responsible for the oversight of our risk management activities and has delegated to

the Audit Committee the responsibility to assist in this task.

The Audit Committee regularly reviews and discusses with management and, as appropriate, the Company’s auditors, the

Company’s guidelines and policies with respect to risk assessment and risk management, including the Company’s data

privacy and cybersecurity risk exposures and the steps taken to monitor and manage those exposures.

The CISO helps maintain a comprehensive security program that serves as a governance framework for information

security at Criteo, supports the business goals of the company and details, across problem spaces and security core

functions, the various initiatives, their scope, the associated risks and weaknesses, the roadmap and the current progress.

Criteo assesses and manages its cybersecurity risks in part through an executive committee referred to as the

Governance Risk and Compliance Committee (the “GRCC”). The GRCC is composed of the CISO and certain members

of our executive and leadership teams, and meets several times a year to discuss strategic information security matters

including the security program, major risks and incidents and significant key performance indicators (“KPIs”).

As a member of the GRCC, the CISO briefs the Audit Committee on the information security program, major risks and any

cybersecurity incidents, typically at least annually. Additionally, cybersecurity risks are reported to the Board of Directors,

at least annually, as part of Criteo’s enterprise risk mapping (“ERM”) program. 

Quality Control of Security

To help ensure that our security program functions in line with industry expectations, Criteo invests in identifying and

remediating gaps in our security posture. To accomplish this, we use a mix of our internal expertise and external third-

party expertise, as needed, to audit ourselves against industry standards, such as the National Institute of Standards and

Technology (“NIST”) Cybersecurity Framework, International Organization for Standardization 27001 Information Security

Management System Requirements (“ISO27001”) and the American Institute of Certified Public Accountants’ Service

Organization Control Type 2 (“AICPA SOC 2”). Various parts of our business maintain independently assessed security

certifications, and we also run certification programs to expand the scope of our existing security certifications.

Risk Management

Our security team has several touch points within the business in order to adequately address and mitigate risks. For

instance, the team provides mandatory cybersecurity awareness training for all employees and a recurring phishing

campaign. Our technical security teams use a combination of threat intelligence tools, defensive tools and proactive

testing to detect vulnerabilities and respond. Our technical security teams also invest in building new tools and integrating

solutions to improve our security posture on an ongoing basis.

37

Our security compliance teams perform third-party risk assessments, respond to client inquiries about security, help the

business to manage our security controls, and translate our external requirements into policies, standards, and actions for

the rest of our business. Various parts of our team also participate in risks assessments during project kick-offs. 

With regards to third-party risk assessments, our process involves assessing how third parties interact and connect with

our information systems and our data, assessing the security of the third-party (including through questionnaires), and

obtaining independent proofs of security (including via security certification and/or penetration tests) depending on the

associated level of risk, as evaluated by our team. Our procurement teams also run checks to ensure vendors are not

sanctioned or otherwise identified as potentially corrupt.

The process of assessing, identifying and managing cybersecurity related risks is integrated into our overall ERM via a

dedicated Information Security Risk Management program that is focused on cybersecurity risk and run by our security

compliance team. Risks that are identified through our security processes go through a process of analysis, prioritization,

treatment and monitoring. During the lifecycle of cybersecurity specific risks, risk owners, working alongside the security

compliance team, are assigned to develop risk mitigation plans, which are followed by the team until a risk is sufficiently

mitigated or resolved, at which point such risk reaches a monitoring state. Cybersecurity risks are aggregated into

strategic business risks and incorporated into the ERM program.

Cybersecurity Incidents

While we have experienced cybersecurity incidents in the past, there have been none to date which have materially

affected, or are reasonably likely to materially affect, the Company, our financial position, results of operations and/or cash

flows. We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and

processes, which are designed to help protect our systems and infrastructure, and the information they contain.

For more information regarding the risks we face from cybersecurity threats, please see “Item 1A. Risk Factors – Risks

Related to Data Privacy, Intellectual Property and Cybersecurity.”

Item 2.    Properties

Our headquarters are located in Paris, France, in an approximately 9,216 square meter facility, under a lease agreement

expiring in March 2031. In addition, we had 23 offices in 16 countries as of December 31, 2024. We currently lease space

in data centers from third-party hosting providers to operate our servers located in the U.S. (Texas, Virginia), France, the

Netherlands, Singapore and Japan. The properties are used by each of our segments. We believe that our facilities are

adequate for our current needs.

Item 3.    Legal Proceedings

For a discussion of our legal proceedings, refer to Note 20 Commitments and contingencies.

Item 4.    Mine Safety Disclosures

Not applicable.

38

PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of

Equity Securities

Market Information

Our ADSs have been listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol “CRTO” since October 30,

2013. Prior to that date, there was no public trading market for ADSs or our ordinary shares.

Holders

As of January 31, 2025, there were 32 holders of record of our ordinary shares and 223 participants in DTC that held our

ADSs. The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by

brokers and other nominees. This number of holders of record and DTC participants also does not include holders whose

shares may be held in trust by other entities.

ADS Performance Graph

The following graph matches our cumulative five-year total shareholder return on our ADSs with the cumulative total

returns of the Russell 2000 Index and the Nasdaq Internet Index. The graph tracks the performance of a $100 investment

in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024.

The returns shown are based on historical results and are not intended to suggest future performance.

The foregoing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the

SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the

Exchange Act, except to the extent we specifically incorporate it by reference into such filing.

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Dividends

We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends

on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund

our growth.

Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained

earnings. Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as

provided in the deposit agreement. In addition, under the General RCF, we may not declare, make or pay dividends if our

net debt to Adjusted EBITDA leverage ratio exceeds 2.0x.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an

increased amount of up to $630 million in February 2024. During  2024, we spent $225 million on ADS repurchases. The

following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of

2024:

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(2)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
October 1 to 31, 2024	276,938	$40.14	276,938	$100,188,265
November 1 to 30, 2024	760,946	$38.93	760,946	$70,556,272
December 1 to 31, 2024	641,546	$41.07	641,546	$44,204,075
Total	1,679,430		1,679,430	—

(1) In February 2024, the board of directors approved an extension of the long-term share repurchase program of up to

$150 million of the Company's outstanding American Depositary Shares to a total of $630 million.

(2) Weighted average price paid per share excludes any broker commissions paid.

Recent Sales of Unregistered Securities and Use of Proceeds

There were no unregistered sales of equity securities during 2024.

Exchange Controls & Ownership by Non-French Residents

Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that

we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however,

require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments,

be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are

accredited intermediaries.

Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French

residents or non-French shareholders to own and vote shares. However, (a) any non-French citizen, (b) any French

citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned

persons or entities may have to file a declaration for statistical purposes with the Bank of France (Banque de France)

within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.

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In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of

at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold. Violation of

this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the

relevant investment.  This amount may be increased fivefold if the violation is made by a legal entity.

Further, any investment (i) by (a) an non-French citizen, (b) any French citizen not residing in France, (c) any non-French

entity or (d) any French entity controlled by one of the aforementioned persons or entities, (ii) that will result in the relevant

investor (a) acquiring control of any entity registered in France, (b) acquiring all or part of a business line of an entity

registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25%

threshold of voting rights in an entity registered in France, and (iii) made in certain strategic industries, including activities

likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices,

data storage and IT systems) and research and development related to critical technologies (such as artificial intelligence

and cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be

conditioned on certain undertakings.  For the purposes of (ii)(a) in the preceding sentence, ownership of at least 40% of

our share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a

controlling interest in certain circumstances depending upon factors such as the acquirer’s intention, the acquirer’s ability

to elect directors, and financial reliance by the company on the acquirer.

If an investment requiring the prior authorization of the French Minister of Economy is completed without such

authorization having been granted, the French Minister of Economy, at its discretion, might direct the relevant investor to

nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii)

amend the investment. The relevant investor further may be found criminally liable and may be sanctioned with a fine not

to exceed the greater of the following amounts: (i) twice the amount of the relevant investment, (ii) 10% of the annual

turnover before tax of the target company or (iii) €5 million (for a company) or €1 million (for a natural person).

French Tax Consequences

The following describes the material French income tax consequences to U.S. Holders (as defined below) of purchasing,

owning and disposing of the ADSs and ordinary shares, or the Securities as in force on the date of this Form 10-K.

This discussion does not purport to be a complete analysis or listing of all potential tax effects of the acquisition,

ownership or disposition of our securities to any particular investor, and does not discuss tax considerations that arise

from rules of general application or that are generally assumed to be known by investors. All of the following is subject to

change. Such changes could apply retroactively and could affect the consequences described below.

For the purposes of this discussion, the term “U.S. Holder” means a beneficial owner of securities that is (1) an individual

who is not a French tax resident under French domestic rules / applicable double tax treaty provisions and who is a U.S.

citizen or resident for U.S. federal income tax purposes, or (2) a U.S. domestic corporation or certain other entities created

or organized in or under the laws of the U.S. or any state thereof, including the District of Columbia, or (3) otherwise

subject to U.S. federal income taxation on a net income basis in respect of securities.

If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds securities, the tax

treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If a U.S.

Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the

specific tax consequences of acquiring, owning and disposing of securities.

This discussion applies only to investors that hold our securities as capital assets that have the U.S. dollar as their

functional currency, that are entitled to treaty benefits under the “Limitation on Benefits” provision contained in the tax

treaty between the Government of the U.S. and the Government of the French Republic for the Avoidance of Double

Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as

amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the

securities is not effectively connected to a permanent establishment or a fixed base in France.

41

Certain U.S. Holders (including, but not limited to, U.S. expatriates, partnerships or other entities classified as partnerships

for U.S. federal income tax purposes, banks, insurance companies, regulated investment companies, tax-exempt

organizations, financial institutions, persons subject to the alternative minimum tax, persons who acquired the securities

pursuant to the exercise of employee share options or otherwise as compensation, persons that own (directly, indirectly or

by attribution) 5% or more of our voting stock or 5% or more of our outstanding share capital, dealers in securities or

currencies, persons that elect to mark their securities to market for U.S. federal income tax purposes and persons holding

securities as a position in a synthetic security, straddle or conversion transaction) may be subject to special rules not

discussed below.

U.S. Holders are urged to consult their own tax advisers regarding the tax consequences of the purchase, ownership and

disposition of securities in light of their particular circumstances, especially with regard to the “Limitations on Benefits”

provision.

Furthermore, specific rules apply in France with respect to French assets that are held by or in foreign trusts. These rules,

among other things, provide for the inclusion of trust assets in the settlor’s net assets for purpose of applying the French

real estate wealth tax, for the application of French gift and inheritance tax to French assets held in trust, for a specific tax

on capital on the French assets of foreign trusts not already subject to the French real estate wealth tax and for a number

of French tax reporting and disclosure obligations. The following discussion does not address the French tax

consequences applicable to securities held in trusts.

If securities are held in trust, the settlor, trustee and beneficiary are urged to consult their own tax adviser regarding the

specific tax consequences of acquiring, owning and disposing of securities.

Purchasing Consequences

Financial Transactions Tax

Pursuant to Article 235 ter ZD of the French Tax Code ("FTC"), purchases of shares or ADSs of a French company listed

on a regulated market of the European Union or an exchange formally acknowledged by the French Financial Market

Authority ("AMF") are subject to a 0.3% French tax on financial transactions provided that the issuer’s market

capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year. The above mentioned rate will

increase to 0.4% upon enactment of the French finance law for 2025.

A list of companies whose market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation

year within the meaning of Article 235 ter ZD of the FTC is published annually by the French tax authorities. Pursuant to

Regulations BOI‑ANNX‑000467‑20241223 issued on December 23, 2024, Criteo is currently not included in such list.

Please note that such list may be updated from time to time, or may not be published anymore in the future. Moreover,

Nasdaq, on which Criteo's ADSs are listed for trading, is not currently acknowledged by the AMF but this may change in

the future. Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described

above and purchasers of Criteo's securities in 2024 should not be subject to the tax on financial transactions.

Registration Duties

In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated

market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration

duties at the rate of 0.1%.

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Ownership Consequences

Taxation of Dividends

Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a

rate of 25%  for corporations or 12.8% for individuals. Dividends paid by a French corporation in a non-cooperative State

or territory, as set out in the list referred to in Article 238-0 A of the FTC, will generally be subject to French withholding tax

at a rate of 75%, except to the extent this French corporation can prove that the main purpose and effect of the distribution

is not transfer such dividend income in a non-cooperative State or territory with a view to avoiding taxes. However, eligible

U.S. Holders entitled to Treaty benefits under the “Limitation on Benefits” provision contained in the Treaty who are U.S.

tax residents, as defined pursuant to the provisions of the Treaty may be subject to the withholding tax at a reduced rate

(as described below). 

Under the Treaty, the rate of French withholding tax on dividends paid to an eligible U.S. Holder who is a U.S. tax resident

as defined pursuant to the provisions of the Treaty, who is the ultimate owner of the distributed dividends, and whose

ownership of the ordinary shares or ADSs is not effectively connected with a permanent establishment or fixed base that

such U.S. Holder has in France, is generally reduced to 15%, or to 5% if such U.S. Holder is a corporation and owns

directly or indirectly at least 10% of the share capital of the issuer, subject to certain procedural requirements discussed

below. 

For U.S. Holders that are not individuals but are U.S. residents, as defined pursuant to the provisions of the Treaty, the

requirements for eligibility for Treaty benefits, including the reduced 15% or 5% withholding tax rates contained in the

“Limitation on Benefits” provision of the Treaty, are complicated, and certain technical changes were made to these

requirements by the protocol of January 13, 2009. U.S. Holders are advised to consult their own tax advisers regarding

their eligibility for Treaty benefits in light of their own particular circumstances.

Dividends paid to an eligible U.S. Holder may immediately be subject to the reduced rates of 15% or 5% provided that

such holder establishes before the date of payment that it is a U.S. resident under the Treaty by completing and providing

the depositary with the applicable treaty forms (Form 5000 and Form 5001).

Dividends paid to a U.S. Holder that has not filed the Form 5000 before the dividend payment date will be subject to

French withholding tax at the rate of 12.8% for individuals, 25% for corporations in 2024, or 75% if paid in a non-

cooperative State or territory (as defined in Article 238-0 A of the FTC). Such U.S. Holder may claim a refund from the

French tax authorities of the amount withheld in excess of the Treaty rates of 15% or 5%, if any, provided that such holder

duly completes and provides the French tax authorities with the treaty forms (Form 5000 and Form 5001) before

December 31 of the second calendar year following the year during which the dividend is paid. Certain qualifying pension

funds and certain other tax-exempt entities are subject to the same general filing requirements as other U.S. Holders

except that they may have to supply additional documentation evidencing their entitlement to these benefits.

Form 5000 and Form 5001, together with instructions, will be provided by the depositary to all U.S. Holders registered with

the depositary. The depositary will arrange for the filing with the French Tax authorities of all such forms properly

completed and executed by U.S. Holders of ordinary shares or ADSs and returned to the depositary in sufficient time so

that they may be filed with the French tax authorities before the distribution in order to obtain immediately a reduced

withholding tax rate.

The withholding tax refund, if any, will not occur before January 15 of the year following the calendar year in which the

related dividend was paid.

Subject to certain conditions, corporations can obtain a full refund of the withholding tax if they are in loss-making position.

In such case, the taxation is deferred and will occur if and when profits are made.

Because the withholding tax rate applicable under French domestic law to U.S. holders who are individuals does not

exceed the cap provided in the Treaty (i.e. 15%), the domestic 12.8% withholding tax rate will generally apply to dividends

paid to those U.S. holders, as opposed to the rate provided under the Treaty.

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Wealth Tax

Since January 1, 2018, French wealth tax (impôt de solidarité sur la fortune) has been replaced by the real estate wealth

tax (impôt sur la fortune immobilière) which applies to French tax residents on their worldwide real estate assets and non-

French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal

entities, and whose net taxable assets amount to at least 1,300,000 euros on January 1st. Generally, real estate assets

allocated to an operational activity are excluded from the scope of the real estate wealth tax, depending on the structuring.

Shares of an operating company holding French real estate assets in which the relevant individual holds, directly and

indirectly, less than 10% of the share capital or voting rights, are also exempt from real estate wealth tax.

The Treaty does not prevent the application of French real estate wealth tax to a U.S. Holder who would be a U.S. tax

resident. However, based on the above domestic provisions and considering that Criteo S.A. is an operating company, the

owning of ADSs or ordinary shares should not be subject to real estate wealth tax.

Disposition

Taxation on sale or other disposition

Generally, under French tax law, a foreign shareholder who is not a French tax resident for French tax purposes is not

subject to French tax on any capital gain from the sale, exchange, repurchase or redemption of ordinary shares or ADSs,

provided that this shareholder has not held more than 25% of our dividend rights, at any time during the preceding five

years, either directly or indirectly, and, as relates to individuals, alone or with relatives (as an exception, a non-resident

shareholder established, domiciled or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of

the FTC should be subject to a 75% withholding tax in France on any such capital gain, regardless of the fraction of the

dividend rights it holds).

However, based on the Treaty, a U.S. Holder who is a U.S. tax resident for purposes of the Treaty, has no permanent

establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits will only be

subject to French tax on capital gain resulting from the sale of shares, units or rights in a company at least 50% of the

assets of which consist of real estate located in France, or derives at least 50% of its value, directly or indirectly, from real

estate located in France. Criteo S.A. is not expected to meet this standard. Pursuant to these provisions, capital gain

resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France for this

shareholder. U.S. Holders who own ordinary shares or ADSs through U.S. partnerships that are not residents for Treaty

purposes are advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty

benefits in light of their own particular circumstances.

A U.S. Holder who owns ordinary shares or ADSs through U.S. partnerships that are not residents for Treaty purposes are

advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty benefits in light

of their own particular circumstances.

A U.S. Holder that is not a U.S. resident for Treaty purposes or is not entitled to Treaty benefits (and in both cases is not

resident, established or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC) and

has held more than 25% of Criteo's dividend rights at any time during the preceding five years, either directly or indirectly,

and, as relates to individuals, alone or with relatives will be subject to a levy in France at the rate of (i) 25% if such U.S.

Holder is a corporate body or a legal entity, or (ii) 12.8% if such U.S. Holder is an individual.

Special rules apply to U.S. Holders who are residents of more than one country.

Gift and Inheritance Tax

Generally, under French tax law, the following assets are subject to gift and inheritance tax:

•all movable or immovable property located in France or outside France when the donor or the deceased had his

or her tax residence in France within the meaning of Article 4 B of the FTC;

•movable or immovable property located in France (including French real estate assets held indirectly), when the

donor or the deceased is not domiciled for tax purposes in France;

44

•movable and immovable property located in France or outside France received from a donor or deceased

domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the

meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years

preceding the year in which he or she receives the property.

However, under the Convention between the Government of the U.S. and the Government of the French Republic for the

Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and

Gifts, dated November 24, 1978 (as amended by the protocol of December 8, 2004 and as amended on January 13,

2019), if the U.S. Holder is domiciled in the U.S. and is a U.S. tax resident for purposes of the Treaty, has no permanent

establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits, only French real

estate assets and shares, units or other interests in a company or legal entity whose assets consist, directly or through

one or more other companies or legal entities, of at least 50% of real property located in France or of rights relating to

such property can be subject to gift and inheritance tax.

U.S. Federal Income Tax Considerations for U.S. Holders

The following section is a summary of the U.S. federal income tax considerations generally applicable to U.S. Holders, as

defined below, of owning and disposing of ADSs or ordinary shares.

This section applies only to a U.S. Holder that holds ADSs or ordinary shares as capital assets (generally, property held

for investment) for U.S. federal income tax purposes. This section does not address the U.S. federal estate, gift or other

non-income tax considerations or any state, local or non-U.S. tax considerations relating to the ownership or disposition of

ADSs or ordinary shares. In addition, it does not set forth all of the U.S. federal income tax considerations that may be

relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the

potential application of the provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), known as the

Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:

•certain banks and other financial institutions;

•dealers in securities or currencies;

•traders that elect to use a mark-to-market method of accounting;

•persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion

transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or

ordinary shares;

•persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

•entities or arrangements classified as partnerships for U.S. federal income tax purposes;

•insurance companies;

•pension plans;

•cooperatives;

•regulated investment companies;

•real estate investment trusts;

•tax-exempt entities, including private foundations and “individual retirement accounts” or “Roth IRAs”;

•certain former U.S. citizens or long-term residents;

•persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as

compensation;

45

•persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to

the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code;

•persons that directly, indirectly or constructively own 10% or more of our shares (by vote or value); or

•persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the U.S.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds ADSs or ordinary

shares, the U.S. federal income tax treatment of a partner will depend on the status of the partner and the activities of the

partnership. Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax

advisers as to the particular U.S. federal income tax consequences of owning and disposing of the ADSs or ordinary

shares.

Each U.S. Holder should consult its tax advisor as to the U.S. federal, state, local and non-U.S. tax considerations

relevant to it with respect to the ownership and disposition of our ADSs or ordinary shares in light of its particular

circumstances.

This section is based on the Code, administrative pronouncements, judicial decisions, final Treasury regulations, and the

income tax treaty between France and the U.S. (the “Treaty”), all as of the date hereof, any of which is subject to change

or differing interpretations, possibly with retroactive effect.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ADSs or ordinary shares

and who is:

•a citizen or individual resident of the U.S.;

•a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, created or

organized in or under the laws of the U.S., any state thereof or the District of Columbia;

•an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its

source; or

•a trust if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one

or more U.S. persons has or have the authority to control all of the trust’s substantial decisions, or the trust has

validly elected to be treated as a domestic trust for U.S. federal income tax purposes.

In general, it is expected that a U.S. Holder who owns ADSs will be treated as the owner of the underlying shares

represented by those ADSs for U.S. federal income tax purposes. The remainder of this discussion assumes that a U.S.

Holder of our ADSs will be treated in this manner. Accordingly, no gain or loss will be recognized if a U.S. Holder

exchanges ADSs for the underlying shares represented by those ADSs.

U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of

owning and disposing of ADSs or ordinary shares in their particular circumstances. 

Taxation of Distributions

We do not currently expect to make distributions on our ADSs or ordinary shares. If we are not and have not been a PFIC

(as discussed below in the section entitled “PFIC Rules”), in the event that we do make distributions of cash or other

property, the following rules would apply. The gross amount of any distributions paid on ADSs or ordinary shares, other

than certain pro rata distributions of ADSs or ordinary shares, will be treated as dividends to the extent paid out of our

current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent such

amount is treated as a dividend, it will generally be includible in the gross income of a U.S. Holder as dividend income on

the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary, in the

case of ADSs.

If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute

a return of capital to the extent of the U.S. Holder’s tax basis in its ADSs or ordinary shares and will result in a reduction

thereof.

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To the extent such excess exceeds a U.S. Holder’s tax basis in the ADSs or ordinary shares, such excess will generally

be subject to tax as capital gain. Because we do not intend to determine our earnings and profits in accordance with U.S.

federal income tax principles, the full amount of any distribution we pay is generally expected to be treated as a dividend

for U.S. federal income tax purposes. Dividends received on our ADSs or ordinary shares will not be eligible for the

dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.

Individuals and other non-corporate U.S. Holders will be subject to tax at the lower capital gains tax rate applicable to

“qualified dividend income,” provided that certain conditions are satisfied, including that (1) the ADSs or ordinary shares

on which the dividends are paid are readily tradable on an established securities market in the U.S., or we are eligible for

the benefits of the Treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed

below) for the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period

requirements are met.

If we are eligible for benefits under the Treaty, dividends we pay on our ADSs or ordinary shares, regardless of whether

such ADSs or shares are considered readily tradable on an established securities market in the U.S., would be eligible for

the reduced rates of taxation described in the preceding paragraph, provided the other conditions described above are

satisfied. Further, as discussed below under “PFIC Rules”, although there can be no assurance that we will or will not be

considered a PFIC for any taxable year, we believe we were not a PFIC for our 2024 taxable year and we do not

anticipate that we will be a PFIC in the current and future taxable years. U.S. Holders should consult their tax advisors

regarding the availability of the reduced tax rate on dividends in their particular circumstances.

For U.S. foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income

from foreign sources and generally will constitute passive category income. The amount of any dividend income paid in

euro will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or

constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time.

If the foreign currency received as a dividend is converted into U.S. dollars on the date it is received, a U.S. Holder will

generally not be required to recognize foreign currency gain or loss in respect of the dividend income. If the foreign

currency received as a dividend is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in

the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent

conversion or other disposition of the foreign currency will be treated as U.S. source ordinary income or loss.

Sale or Other Disposition of ADSs or Ordinary Shares

Subject to the discussion below under “PFIC Rules”, gain or loss realized on the sale or other disposition of ADSs or

ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ADSs or

ordinary shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s

tax basis in the ADSs or ordinary shares disposed of and the amount realized on the disposition, in each case as

determined in U.S. dollars. Long-term capital gain of individuals and certain other non-corporate U.S. Holders will

generally be eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations. Any

capital gain or loss will generally be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes, which will

generally limit the availability of foreign tax credits.

PFIC Rules

Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of

“passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are

held for the production of, “passive income.” For purposes of the above calculations, we will be treated as if we hold our

proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in

which we directly or indirectly own at least 25%, by value, of the shares of such corporation. 

Passive income includes, among other things, interest, dividends, certain non-active rents and royalties, net gains from

the sale or exchange of property producing such income and net foreign currency gains.

For this purpose, cash and assets readily convertible into cash are categorized as passive assets, and our goodwill and

other unbooked intangibles are taken into account. 

The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis

applying principles and methodologies that are in some circumstances unclear.

47

Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for

the taxable year ended December 31, 2024, and we do not expect to be a PFIC in the current taxable year or the

foreseeable future. Since a separate factual determination as to whether we are or have become a PFIC must be made

each year (after the close of such year), we cannot assure you that we will not be or become a PFIC in the current year or

any future taxable year.

If we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, the PFIC rules

discussed below generally will apply to such U.S. Holder for such taxable year, and unless the U.S. Holder makes certain

elections, will apply in future years even if we cease to be a PFIC.

If we were a PFIC for any taxable year during which a U.S. Holder held ADSs or ordinary shares (assuming such U.S.

Holder has not made a timely mark-to-market or QEF election, as described below), gain recognized by a U.S. Holder on

a sale or other disposition (including certain pledges) of the ADSs or ordinary shares would be allocated ratably over the

U.S. Holder’s holding period for the ADSs or ordinary shares. The amounts allocated to the taxable year of the sale or

other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to

each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate,

for that taxable year, and an additional tax based on the interest charge generally applicable to underpayments of tax

would be imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a

U.S. Holder on its ADSs or ordinary shares exceeds 125% of the average of the annual distributions on the ADSs or

ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that

distribution would be subject to taxation in the same manner as gain, described immediately above.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our non-

U.S. affiliated entities are also PFICs, the holder will be treated as owning a proportionate amount (by value) of the shares

of each such non-U.S. affiliate classified as a PFIC for purposes of the application of these rules. U.S. Holders are urged

to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

A U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to

its ADSs or ordinary shares, provided that the ADSs or ordinary shares are “marketable.” ADSs or ordinary shares will be

marketable if they are traded in other than de minimis quantities on at least 15 days during each calendar quarter

(“regularly traded”) on a “qualified exchange” or other market within the meaning of applicable Treasury regulations. We

expect that our ADSs, but not our ordinary shares, will continue to be listed on the Nasdaq Global Select Market, which is

a qualified exchange for these purposes, but no assurances may be given in this regard. Consequently, assuming that our

ADSs are regularly traded, if a U.S. Holder holds our ADSs, it is expected that the mark-to-market election would be

available to such holder were we to be or become a PFIC. In addition, because, as a technical matter, a mark-to-market

election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC

rules with respect to such holder’s indirect interest in any investments held by us that are treated as an equity interest in a

PFIC for U.S. federal income tax purposes.

If a U.S. Holder makes the mark-to-market election, it will recognize as ordinary income any excess of the fair market

value of the ADSs or ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an

ordinary loss in respect of any excess of the adjusted tax basis of the ADSs or ordinary shares over their fair market value

at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the

mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the ADSs or ordinary shares

will be adjusted to reflect the income or loss amounts recognized.

Any gain recognized on the sale or other disposition of ADSs or ordinary shares in a year when we are a PFIC will be

treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of

income previously included as a result of the mark-to-market election). If a U.S. Holder makes such a mark-to-market

election, tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us (except

that the lower applicable capital gains rate for qualified dividend income would not apply).  If a U.S. Holder makes a valid

mark-to-market election, and we subsequently cease to be classified as a PFIC, such U.S. Holder will not be required to

take into account the mark-to-market income or loss described above during any period that we are not classified as a

PFIC.

48

In addition, in order to avoid the application of the foregoing rules, a U.S. person that owns shares in a PFIC for U.S.

federal income tax purposes may make a “qualified electing fund” (“QEF”) election with respect to such PFIC, if the PFIC

provides the information necessary for such election to be made. If a U.S. person makes a QEF election with respect to a

PFIC, the U.S. person will be currently taxable on its pro rata share of the PFIC’s ordinary earnings and net capital gain

(at ordinary income and capital gain rates, respectively) for each taxable year that the entity is classified as a PFIC and

will not be required to include such amounts in income when actually distributed by the PFIC. No assurances can be given

that we will provide holders with the information necessary for U.S. Holders to make a QEF election.

In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in

which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to

dividends paid to certain non-corporate U.S. Holders would not apply.

If a U.S. Holder owns ADSs or ordinary shares during any year in which we are a PFIC, the U.S. Holder must file annual

reports, containing such information as the U.S. Department of the Treasury may require on IRS Form 8621 (or any

successor form) with respect to us, with the U.S. Holder’s federal income tax return for that year, unless otherwise

specified in the instructions with respect to such form.

U.S. Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the

PFIC rules.

THE PRECEDING SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL

INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX

ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY

APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN

THEIR PARTICULAR CIRCUMSTANCES.

49

Item 6.    [Reserved]

50

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction

with our consolidated financial statements and related notes appearing elsewhere in this Form 10-K. This section

generally discusses 2024 results compared to 2023 results. Discussion of 2023 results compared to 2022 results to the

extent not included in this report can be found in Item 7 of our 2023 Annual Report on Form 10-K.

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally

accepted accounting principles in the United States of America ("U.S. GAAP"), we present Contribution ex-TAC, and

Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as 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 presented in the section entitled "Contribution

excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable U.S. GAAP financial

measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense),

income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense,

pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss

contingency related to a regulatory matter. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA",

which includes a reconciliation to its most directly comparable U.S. GAAP financial measure, Net Income. We also

present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude

the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to

the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial

performance of our business, enable comparison of financial results between periods where certain items may vary

independent of business performance, and allow for greater transparency with respect to key metrics used by

management in operating our business. As required by the rules of the SEC, we provide reconciliations of the non-GAAP

financial measures contained in this document to the most directly comparable measures under GAAP.

Overview

We are a global technology company driving superior commerce outcomes for marketers and media owners through the

world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging

commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach

consumers throughout their shopping journey. Our vision is to bring richer experiences to every consumer by supporting a

fair and open internet that enables discovery, innovation, and choice – powered by trusted and impactful advertising. We

have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast

diversifying our business into new solutions.

Beginning in the first quarter of 2024 – following the completion of the integration of our Iponweb acquisition – our Chief

Operating Decision Maker, who is our Chief Executive Officer (“CEO”), no longer received disaggregated information for

Iponweb. As such, we updated our segment financial reporting structure in line with how the CEO assesses performance

and allocates resources. Starting in 2024, we reported two segments: Retail Media and Performance Media. Performance

Media combines our former Marketing Solutions and Iponweb segments. As such, prior period segment results and

related disclosures have been conformed to reflect the Company’s current reportable segments.

51

Full Year 2024 financial highlights

For the year ended December 31, 2024, revenue was $1,933.3 million, down (1)% compared to the prior year, reflecting

growth in Retail Media offset by lower revenue in Performance Media. At constant currency, revenue was flat.

Gross profit for the year ended December 31, 2024 increased by 14% to $983.0 million, compared to the prior year,

primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation of data center servers.

Contribution ex-TAC for the year ended December 31, 2024 increased by 10% to $1,121.5 million, compared to the prior

year, driven by growth in Retail Media and Performance Media. At constant currency, Contribution ex-TAC increased by

11%.

Net income for the year ended December 31, 2024 increased by 110% to $114.7 million, compared to the prior year,

primarily due to lower traffic acquisition costs.

Adjusted EBITDA for the year ended December 31, 2024 increased by 29% to $390.1 million, compared to the prior year,

primarily due to higher Contribution ex-TAC.

Cash flow from operating activities was $258.2 million for the year ended December 31, 2024, compared to $224.2 million

in the prior year.

Trends, Opportunities and Challenges

We believe our performance and future success depend on several factors that present significant opportunities but also

pose risks and challenges, including those referred to in Part I, Item 1A.

Develop and Scale our Commerce Media Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our

Commerce Media Platform as well as adding new customers. We believe that we are in a leading position in the

Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base,

differentiated technology and a R&D powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-

channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well

positioned to capture more ad budgets and market share.

Business and Macroeconomic Conditions

Global economic and geopolitical conditions have been volatile due to factors such as the ongoing conflicts in Ukraine and

the Middle East, persistent inflation, and high interest rates.

These factors, among others, including the impact of persistent inflation, make it difficult for Criteo and our clients to

accurately forecast and plan future business activities, and could cause the company's clients to reduce or delay their

advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business,

financial condition and results of operations.

Seasonality

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers

allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with

increased back-to-school and holiday purchasing. Historically, the fourth quarter has reflected our highest level of

advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this

trend may be masked due to the growth of our business. In addition, historical seasonality may not be predictive of future

results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of

the evolving macroeconomic and geopolitical conditions discussed above. We expect our revenue to continue to fluctuate

based on seasonal factors that affect the advertising industry as a whole.

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Privacy Trends and Government Regulations

We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the

collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their

own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital

ecosystem. While Google has announced in July 2024, that it will not pursue its original plan to fully phase out third-party

cookies in Chrome, Google has proposed an updated approach that allows users to make an informed choice across web

browsing that can be adjusted at any time. This proposal remains subject to consultation with the UK Competition and

Market Authority, the Information Commissioner's Office and other global regulators. These developments could cause

instability in the advertising technology industry. We have developed a multi-pronged addressability strategy to provide

scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem.

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A.Operating Results

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of our

consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported

amounts of revenue, assets, liabilities, costs and expenses. We base our estimates and assumptions on historical

experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and

assumptions on an ongoing basis. Our actual results may materially differ from these estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about

matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used,

or if changes in the estimate that are reasonably possible could materially impact the financial statements. We believe

estimates associated with  (1) revenue recognition, including judgements made in the determination of whether we are

acting as a principle or agent (2)  income taxes, including i) recognition of deferred tax assets arising from the subsidiaries

projected taxable profit for future years, ii) evaluation of uncertain tax positions and iii) recognition of income tax position in

respect with tax reforms recently enacted in countries where we operate, (3) assumptions used in valuing long-lived assets

including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent

liabilities and losses, are critical as they are made based on assumptions about matters which are uncertain. See Note 1.

Principles and Accounting Methods to our audited consolidated financial statements beginning on page F-1 for a

description of our other significant accounting policies.

Revenue Recognition

The determination as to whether revenue should be reported gross of amounts billed to customers or net of payments to

publishers requires significant judgment, and is based on our assessment of whether we are acting as the principal or an

agent in a transaction. For revenue generated from arrangements that involve purchasing inventory from media owners, 

we consider whether we obtain control of the services before they are transferred to the customer, or if we are acting

primarily as an agent or intermediary. The assessment of whether we are considered the principal or the agent in a

transaction could impact our revenue and cost of revenue recognized in the consolidated statements of income.

For additional information regarding revenue and the assumptions used for determining our revenue recognition refer to

Note 1. Principles and Accounting Methods of our financial statements.

Income taxes

We are subject to income taxes in France and numerous foreign jurisdictions. We record deferred taxes on all temporary

differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability

method. The measurement of deferred income tax assets is reduced, when necessary, by a valuation allowance for any tax

benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that

support recording deferred tax assets, we will revise the amount of the deferred tax assets downwards or upwards, which

could have a significant impact on our financial results.

We recognize the tax benefits arising from uncertain tax positions only if we believe that it is more likely than not that the

tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These

uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of

appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and

development tax credits are based on an assessment of whether our available documentation corroborating the nature of

our activities supporting the tax credits will be sufficient to sustain the position.

Valuation of Long-lived Assets including Goodwill and Intangible Assets

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible

assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair

values of these identifiable assets and liabilities is recorded as goodwill and allocated to reporting units based on the

expected benefit from the business combination. Such valuations require management to make significant estimates and

assumptions, especially with respect to intangible assets.

54

Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and

future expected cash flows from acquired users, acquired technology, acquired patents, and trade names from a market

participant perspective, useful lives, and discount rates. Management's estimates of fair value are based upon assumptions

believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ

from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense,

as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets,

including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition

date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill is tested for impairment at the reporting unit level annually, or more frequently if events or changes in

circumstances would indicate that the fair value of a reporting unit may be below its carrying value. Goodwill has been

allocated to segments using a relative fair value allocation approach.  As of December 31, 2024, no impairment of goodwill

has been identified. In 2024, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual

impairment test date from December 31 to October 1. Refer to Note 10 Goodwill of our financial statements beginning on

page F-1.

Long-lived assets, including property and equipment and finite-lived intangible assets are reviewed for possible impairment

whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The

evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of

other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the

future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review

indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount

of such assets is reduced to fair value.

Contingent Losses and Liabilities

With respect to litigation, claims and other non-income tax risks that may result in a provision to be recognized, we exercise

significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are

related to pending litigation, other outstanding claims and non-income tax risks. Contingency provisions are recognized

when they are determined to be both probable and estimable. These judgments and estimates are subject to change as

new information becomes available.

Change in Accounting Estimate

In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting in a

change in the estimated useful life of certain servers and network equipment from five to six years, which we expect to

result in a reduction of depreciation of approximately $7 million for the full fiscal year 2025 for assets in service as of

December 31, 2024. For additional information regarding the change in useful lives refer to Note 1. Principles and

Accounting Methods of our financial statements.

Components of Results of Operations

The key elements of our results of operations include:

Revenue

For Performance Media, we primarily generate revenues by delivering personalized display advertisements featuring

product-level recommendations either directly to clients or to advertising agencies. Such products are generally sold based

on a click or impression based pricing model. Revenues are recognized when an ad is clicked on or displayed to the end

user as that is when we transfer control of promised services directly to our clients in an amount that reflects the

consideration to which we expect to be entitled to in exchange for those services. The amount we charge to the customers

varies depending on the optimization strategy of the Criteo engine, the dynamics and performance of the market, amongst

other factors. Performance Media revenue can be recognized on a gross or net basis as we act either as a principal or an

agent in the transaction.

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For Retail Media, we generate revenue by providing our platform to brands, agencies and retailers for the purchase and

sale of digital advertising inventory. Generally, our revenue is based on a percentage of working media spend that runs

through our platform. The working media spend running through the platform depends on various factors, such as but not

limited to the number of customers using the platform and the budgets allocated by brands and agencies to the Criteo

platform. In Retail Media, we also generate revenue through providing additional professional services to our customers.

Retail Media revenue is primarily recognized on a net basis, as we act as an agent in the transaction.

The determination of whether we act as a principal or an agent on a product or contract level is primarily based on the

following factors: (i) whether we control the advertising inventory before it is transferred to our clients, (ii) whether we have

inventory risks or purchase the inventory upfront and (iii) whether we have discretion in establishing prices.

Refer to Note 1. Principles and Accounting Methods of our financial statements for a description of our revenue recognition

policies.

Cost of Revenue

Our cost of revenue includes traffic acquisition costs and other cost of revenue. Traffic acquisition costs consist primarily of

purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, for the Performance Media

segment. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement

exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not

yet paid are recorded in our Consolidated Statements of Financial Position as trade payables. For a discussion of the

trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC"

in Item 7.E -Trend Information below.

Other cost of revenue includes expenses related to depreciation of data center equipment, lease cost of data centers, cost

of data purchased from third parties, digital taxes, and third-party hosting fees . The Company does not build or operate its

own data centers and none of its Research and Development employments are dedicated to revenue generating activities.

As a result, we do not include the costs of such personnel in other cost of revenue.

Operating Expenses

Operating expenses consist of research and development, sales and operations, and general and administrative expenses.

Salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs are the most

significant components of each of these expense categories.

Research and development expenses consist primarily of headcount-related expenses for our employees working in the

engine, platform, site reliability engineering, scalability, infrastructure, engineering program management, product, analytics

and other teams, including salaries, bonuses, share-based compensation and other personnel related costs. Also included

are non-personnel costs such as subcontracting, consulting and professional fees to third-party development resources,

allocated overhead, including internal IT and depreciation and amortization costs. These expenses are partially offset by

the French research tax credit that is conditional upon the level of our expenditures in research and development.

Sales and operations expenses consist primarily of headcount-related expenses for our employees working in our sales,

account strategy, sales operations, publisher business development, analytics, marketing, technical solutions, creative

services and other teams, including salaries, bonuses, share-based compensation, and other personnel-related costs.

Additional expenses in this category include travel and entertainment, marketing and promotional events, marketing

activities, provisions for doubtful accounts, subcontracting, consulting and professional fees paid to third parties, allocated

overhead, including internal IT costs.

General and administrative expenses consist primarily of headcount-related expenses, including salaries, bonuses, share-

based compensation, pension benefits and other personnel-related costs for our administrative, legal, information

technology, human resources, facilities and finance teams. Additional expenses included in this category include travel-

related expenses, subcontracting and professional fees, audit fees, tax services and legal fees, as well as insurance and

other corporate expenses, along with allocated overhead, including internal IT costs.

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Financial and Other Income (Expense)

Financial and Other Income (Expense) primarily consists of:

•Exchange differences arising on the settlement or translation into local currency of monetary balance sheet items

labeled in euros (the Company's functional currency). At December 31, 2024, our exposure to foreign currency risk was

centralized at parent company level and hedged. These exchange differences in euro are then translated into U.S.

dollars (the Company's reporting currency) according to the average euro/U.S. dollar exchange rate.

•Interest received on our cash and cash equivalents and interest incurred on outstanding borrowings under our debt loan

agreements and revolving credit facilities ("RCFs").

•Other income (expense) mainly arising from gains and losses on investments.

Provision for Income Taxes

We are subject to income taxes in France, the U.S. and numerous other jurisdictions. We recognize tax liabilities based on

estimates of whether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions

may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are

supportable.

Our effective tax rates differ from the statutory rate applicable to us primarily due to valuation allowance on deferred tax

assets, differences between domestic and foreign jurisdiction tax rates, Research Tax Credit offsets, which are non-taxable

items, potential tax audit provision settlements, share-based compensation expenses that are non-deductible in some

jurisdictions under certain circumstances, non-tax deductible provision from the loss contingency on regulatory matter, and

transfer pricing adjustments. We license access to our technology to our subsidiaries and charge a royalty fee to these

subsidiaries for such access. In France, we benefit from a reduced tax rate of 10% on a large portion of this technology

royalty income.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements applicable to us, see Note 1 to our audited consolidated financial

statements beginning on page F-1.

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Results of Operations for the Years Ended December 31, 2024, 2023 and 2022

Revenue breakdown by segment

	Year Ended December 31,
	2024	2023	2022	2024 vs 2023	2023 vs 2022
	(in thousands)
Revenue as reported	$1,933,289	$1,949,445	$2,017,003	(1)%	(3)%
Conversion impact U.S. dollar/other currencies	24,509	8,927	147,636
Revenue at constant currency	$1,957,798	$1,958,372	$2,164,639	—%	(3)%
Retail Media as reported	$258,303	$209,007	$202,317	24%	3%
Conversion impact U.S. dollar/other currencies	572	(1,143)	4,975
Retail Media at constant currency	$258,875	$207,864	$207,292	24%	3%
Performance Media revenue as reported	$1,674,986	$1,740,438	$1,814,686	(4)%	(4)%
Conversion impact U.S. dollar/other currencies	23,937	10,070	142,661
Performance Media revenue at constant currency	$1,698,923	$1,750,508	$1,957,347	(2)%	(4)%

2024 Compared to 2023

Revenue in 2024 decreased $(16.2) million, or (1)% (or flat on a constant currency basis) to $1,933.3 million compared to

2023.

The year-over-year decrease in revenue was driven by lower Performance Media revenue, partially offset by the increase

in Retail Media revenue. Performance Media revenue decreased (4)% (or (2)% on a constant currency basis) to $1,675.0

million for 2024, driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued

strength in travel and classifieds.

Retail Media revenue increased 24% (or 24% on a constant currency basis) to $258.3 million for 2024, driven by continued

strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and

retailers to the platform.

2023 compared to 2022

Revenue in 2023 decreased $(67.6) million, or (3)% (or (3)% on a constant currency basis) to $1,949.4 million compared to

2022. The year-over-year decrease in revenue was driven by lower Performance Media partially offset by the increase in

Retail Media revenue. Performance Media revenue decreased (4)% (or (4)% on a constant currency basis) to $1,740.4

million for 2023, reflecting decreased spend from large clients, notably on our retargeting solutions, as they adjusted their

advertising budgets to the uncertain macro economic environment. This was partially offset by the contribution from the

acquisition of Iponweb that was completed in August 2022.

Retail Media revenue increased 3% (or 3% on a constant currency basis) to $209.0 million for 2023, reflecting the strong

performance with large retailers across the U.S. and EMEA, partially offset by the technical and transitory impact related to

the client migration to the Company's platform. Criteo's platform accounted for most of Retail Media revenue for the year

ended December 31, 2023, and its revenue is accounted for on a net basis. In 2022, close to 79% of Retail Media revenue

was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media

revenue was temporarily impacted. Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC

increased 26% (or 26% on a constant currency basis) in the year ended December 31, 2023, mainly driven by strength in

the U.S. market.

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Revenue breakdown by region

	Year Ended December 31,			% change
	2024	2023	2022		2024 vs 2023	2023 vs 2022
	(in thousands)
Revenue as reported	$1,933,289	$1,949,445	$2,017,003		(1)%	(3)%
Conversion impact U.S. dollar/other currencies	24,509	8,927	147,636
Revenue at constant currency	$1,957,798	$1,958,372	$2,164,639		—%	(3)%
Americas
Revenue as reported	$892,175	$887,247	$891,267		1%	—%
Conversion impact U.S. dollar/other currencies	3,816	(2,638)	(596)
Revenue at constant currency	$895,991	$884,609	$890,671		1%	(1)%
EMEA
Revenue as reported	$676,455	$672,610	$706,861		1%	(5)%
Conversion impact U.S. dollar/other currencies	1,283	(28,430)	86,587
Revenue at constant currency	$677,738	$644,180	$793,448		1%	(9)%
Asia-Pacific
Revenue as reported	$364,659	$389,588	$418,875		(6)%	(7)%
Conversion impact U.S. dollar/other currencies	19,410	39,995	61,645
Revenue at constant currency	$384,069	$429,583	$480,520		(1)%	3%

2024 Compared to 2023

Our revenue in the Americas region increased $4.9 million or 1% (or 1% on a constant currency basis) to $892.2 million for

2024 compared to 2023. This reflects continued strong performance of Retail Media as the platform continues to scale with

large retailers and consumer brands, and strength in travel and classifieds in Performance Media, partially offset by soft

retail trends and lower spend in our media trading marketplace and supply.

Our revenue in the EMEA region increased $3.8 million, or 1% (or 1%) on a constant currency basis) to $676.5 million for

2024 compared to 2023. This increase was driven by continued traction in Retail Media and continued strength in travel

and classifieds, partially offset by soft retail trends.

Our revenue in the Asia-Pacific region decreased $(24.9) million, or (6)% (or (1)% on a constant currency basis) to

$364.7 million for 2024 compared to 2023. The decrease was driven by soft classified trends, partially offset by solid retail

and travel trends in the region.

Additionally, $1,933.3 million of revenue for 2024 was negatively impacted by $24.5 million of currency fluctuations,

particularly as a result of the depreciation of the euro compared to the U.S. dollar.

2023 Compared to 2022

Our revenue in the Americas region decreased $(4.0) million or (0.5)% (or (1)% on a constant currency basis) to

$887.2 million for 2023 compared to 2022. This reflects negative retail trends in Performance Media and the impact of

recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued

strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and

growing network effects of the platform.

Our revenue in the EMEA region decreased $(34.3) million, or (5)% (or (9)% on a constant currency basis) to

$672.6 million for 2023 compared to 2022. This decrease was driven by negative retail trends in Performance Media, in

59

particular in the UK and France, and  the suspension of our business in Russia effective as of March 2022, partially offset

by the positive performance of Retail Media across the region.

Our revenue in the Asia-Pacific region decreased $(29.3) million, or (7)% (or increased 3% on a constant currency basis) to

$389.6 million for 2023 compared to 2022. The increase was driven by higher spend from retail clients in the region, in

particular in Thailand and South Korea.

Additionally, $1,949.4 million of revenue for 2023 was negatively impacted by $8.9 million of currency fluctuations,

particularly as a result of the appreciation of the euro compared to the U.S. dollar.

Cost of Revenue

	Year Ended December 31,			% change
	2024	2023	2022	2024 vs 2023	2023 vs 2022
	(in thousands, except percentages)
Traffic acquisition costs	$811,806	$926,839	$1,088,779	(12)%	(15)%
Other cost of revenue	138,512	159,562	133,024	(13)%	20%
Total cost of revenue	$950,318	$1,086,401	$1,221,803	(13)%	(11)%
% of revenue	49%	56%	61%
% of Gross profit	51%	44%	39%

	Year Ended December 31,			% change
	2024	2023	2022	2024 vs 2023	2023 vs 2022
	(in thousands, except percentages)
Retail Media	$4,457	$5,547	$40,957	(20)%	(86)%
Performance Media	807,349	921,292	1,047,822	(12)%	(12)%
Traffic Acquisition Costs	$811,806	$926,839	$1,088,779	(12)%	(15)%

2024 Compared to 2023

Cost of revenue for 2024 decreased $(136.1) million, or (13)%, compared to 2023. This decrease was primarily the result

of a $(115.0) million, or (12)% decrease in traffic acquisition costs (or (11)% on a constant currency basis), and $(21.1)

million, or (13)% decrease in other cost of revenue.

The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis)

related primarily to the (19)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-

limited environments where Criteo continues to perform, partially offset by an 8% increase in the number of impressions we

purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct

connections, to support client demand for advertising campaigns. Traffic acquisition costs in Retail Media decreased by

(20)%.

The decrease in other cost of revenue includes a decrease in depreciation of data center servers of $(11.2) million, other

cost of sales of $(7.5) million and hosting costs of $(2.4) million.

2023 Compared to 2022

Cost of revenue for 2023 decreased $(135.4) million, or (11)%, compared to 2022. This decrease was primarily the result of

a $(161.9) million, or (15)% decrease in traffic acquisition costs (or (14)% on a constant currency basis), partially offset by

a $26.5 million, or 20% increase in other cost of revenue.

60

The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis)

related primarily to the (13)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-

limited environments where Criteo continues to perform, partially offset by a 1% increase in the number of impressions we

purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct

connections, to support client demand for advertising campaigns. Traffic acquisition costs in Retail Media decreased by

(86)% reflecting the technical and transitory impact related to the client migration of our platform, as we recognize revenue

on a net basis.

The increase in other cost of revenue includes an increase in hosting costs of $27.9 million and other cost of sales of $3.7

million, offset by a decrease of $(5.1) million in depreciation of data center servers.

Contribution excluding Traffic Acquisition Costs

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as 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. Our use of Contribution ex-TAC has limitations

as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as

reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which

have similar business arrangements, may address the impact of TAC differently; (b) other companies may report

Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a

comparative measure. Because of these and other limitations, you should consider Contribution ex-TAC alongside our

other U.S. GAAP financial measures.

The below table provides a reconciliation of Contribution ex-TAC to gross profit:

	Year Ended December 31,			% change
	2024	2023	2022		2024 vs 2023	2023 vs 2022
	(in thousands, except percentages)
Gross Profit	$982,971	$863,044	$795,200		14%	9%
Other Cost of Revenue	138,512	159,562	133,024		(13)%	20%
Contribution ex-TAC	$1,121,483	$1,022,606	$928,224		10%	10%

61

The following table sets forth our revenue and Contribution ex-TAC by segment:

		Year Ended December 31,			% change
	Segment	2024	2023	2022	2024 vs 2023	2023 vs 2022
		(in thousands)
Revenue	Retail Media	$258,303	$209,007	$202,317	24%	3%
	Performance Media	1,674,986	1,740,438	1,814,686	(4)%	(4)%
	Total	$1,933,289	$1,949,445	$2,017,003	(1)%	(3)%
Contribution ex-TAC	Retail Media	$253,846	$203,460	$161,360	25%	26%
	Performance Media	867,637	819,146	766,864	6%	7%
	Total	$1,121,483	$1,022,606	$928,224	10%	10%

Gross Profit increased $119.9 million, or 14% for the twelve months ended December 31, 2024 compared to the twelve

months ended December 31, 2023, and Contribution ex-TAC increased $98.9 million, or 10% for the twelve months ended

December 31, 2024 compared to the twelve months ended December 31, 2023. The increase in Gross Profit and

Contribution ex-TAC was driven by continuous growth in Retail Media, in particular in the U.S. market, and lower traffic

acquisition costs in Performance Media, related primarily to the decrease of the average CPM for inventory purchased.

Gross Profit increased $67.8 million, or 9% for the twelve months ended December 31, 2023 compared to the twelve

months ended December 31, 2022, and Contribution ex-TAC increased $94.4 million, or 10% for the twelve months ended

December 31, 2023 compared to the twelve months ended December 31, 2022. The increase in Gross Profit and

Contribution ex-TAC was driven the strong performance with large retailers across the U.S. and EMEA in Retail Media, and

by the contribution from the acquisition of Iponweb in Performance Media.

Constant Currency Reconciliation

	Year Ended December 31,			% change
	2024	2023	2022		2024 vs 2023	2023 vs 2022
	(in thousands)
Revenue as reported	$1,933,289	$1,949,445	$2,017,003		(1)%	(3)%
Conversion impact U.S. dollar/other currencies	24,509	8,927	147,636
Revenue at constant currency	$1,957,798	$1,958,372	$2,164,639		—%	(3)%
Traffic acquisition costs as reported	$811,806	$926,839	$1,088,779		(12)%	(15)%
Conversion impact U.S. dollar/other currencies	9,529	5,815	63,434
Traffic acquisition cost at constant currency	$821,335	$932,654	$1,152,213		(11)%	(14)%
Contribution ex-TAC as reported	$1,121,483	$1,022,606	$928,224		10%	10%
Conversion impact U.S. dollar/other currencies	14,980	3,112	84,202
Contribution ex-TAC at constant currency	$1,136,463	$1,025,718	$1,012,426		11%	11%
Other cost of revenue as reported	$138,512	$159,562	$133,024		(13)%	20%
Gross profit as reported	$982,971	$863,044	$795,200		14%	9%

62

Research and Development Expenses

	Year Ended December 31,			% change
	2024	2023	2022		2024 vs 2023	2023 vs 2022
	(in thousands, except percent of revenue)
Research and development expenses	$279,341	$242,289	$187,596		15%	29%
% of revenue	14%	12%	9%

2024 Compared to 2023

Research and development expenses for 2024 increased $37.1 million, or 15%, compared to 2023. This increase mainly

related to an increase in amortization of intangibles and headcount-related expenses.

2023 Compared to 2022

Research and development expenses for 2023 increased $54.7 million, or 29%, compared to 2022. This increase mainly

related to an increase in share-based compensation related to the Iponweb acquisition, amortization of Iponweb

acquisition-related intangible assets and the headcount-related expenses.

Sales and Operations Expenses

	Year Ended December 31,			% change
	2024	2023	2022		2024 vs 2023	2023 vs 2022
	(in thousands, except percent of revenue)
Sales and operations expenses	$376,090	$406,012	$377,996		(7)%	7%
% of revenue	19%	21%	19%

2024 Compared to 2023

Sales and operations expenses for 2024 decreased $(29.9) million, or (7)%, compared to 2023. This decrease was mainly

driven by a decrease in headcount-related expenses, bad debt expense and rent and facilities cost partially offset by

marketing costs.

2023 Compared to 2022

Sales and operations expenses for 2023 increased $28.0 million, or 7%, compared to 2022. This increase was mainly

driven by an increase in headcount-related expenses and share-based compensation offset by a decrease in marketing

expenses.

63

General and Administrative Expenses

	Year Ended December 31,			% change
	2024	2023	2022	2024 vs 2023	2023 vs 2022
	(in thousands, except percent of revenue)
General and administrative expenses	$176,138	$137,525	$205,330	28%	(33)%
% of revenue	9%	7%	10%

2024 Compared to 2023

General and administrative expenses for 2024 increased $38.6 million, or 28%, compared to 2023. This increase was

mainly related to the partial reversal of the loss contingency in 2023 related to the CNIL matter as described in Note 20, as

well as third party services costs partially offset by a decrease of headcount-related expenses.

2023 Compared to 2022

General and administrative expenses for 2023 decreased $(67.8) million, or (33)%, compared to 2022. This decrease was

mainly related to the partial reversal of the loss contingency related to the CNIL matter as described in Note 20.

Financial and Other Income (Expense)

	Year Ended December 31,			% change
	2024	2023	2022	2024 vs 2023	2023 vs 2022
	(in thousands, except percent of revenue)
Financial and Other Income (Expense)	$3,095	$(2,490)	$17,783	(224)%	(114)%
% of revenue	0.2%	(0.1)%	0.9%

2024 Compared to 2023

Financial and Other Income for 2024 increased by $5.6 million, or (224)% compared to 2023. The $3.1 million financial and

other income for the period ended December 31, 2024 was mainly driven by interests income offset by the recognition of a

negative impact of foreign exchange, including end of year noncash marked to market, the accretion of earn-out liability

related to the Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit Facility

(RCF).

2023 Compared to 2022

Financial and Other Expense for 2023 decreased by $(20.3) million, or (114)% compared to 2022. The $(2.5) million

financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds from disposal of non

consolidated investments fully offset by the recognition of a negative impact of foreign exchange, the accretion of earn-out

liability related to the Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit

Facility (RCF).

64

Provision for Income Taxes

	Year Ended December 31,			% change
	2024	2023	2022		2024 vs 2023	2023 vs 2022
	(in thousands, except percent information)
Provision for income taxes	$39,784	$20,084	$31,186		98%	(36)%
% of revenue	2%	1%	2%
Effective tax rate	25.8%	26.9%	74.1%

2024 Compared to 2023

The provision for income taxes for 2024 increased by $19.7 million, or 98%, compared to 2023, due to the increase in profit

before income taxes due to higher Contribution ex-TAC, and cost reduction actions.

The annual effective tax rate for 2024 was 25.8%, compared to an annual effective tax rate of 26.9% for 2023. The annual

effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to

technology royalty income we received from our subsidiaries, non deductible payroll expenses, differences in tax rates in

foreign jurisdictions, tax loss carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to

tax losses and temporary differences, recognition of previously unrecognized tax losses and equity awards compensation

expense.

In 2024, our income before taxes increased by $79.8 million to $154.5 million, compared to 2023, generating a

$39.9 million theoretical income tax expense at a nominal standard French tax rate of 25.8%. This theoretical tax expense

is impacted mainly by the following items contributing to a $39.8 million effective tax expense and a 25.8% effective tax

rate: $5.7 million of net effect of share-based compensation, $7.7 million of permanent differences mainly employee costs,

offset by $(5.8) million tax deduction resulting from technology royalty income we received from our subsidiaries, and the

recognition or reversal of valuation allowance on deferred tax assets of $(5.8) million. Please see Note 18 to our audited

consolidated financial statements for more detailed information on the provision for income taxes.

As of December 31, 2024, the adoption of Pillar Two resulted in an impact of $3.0 million recognized in Provision for

income taxes within the Consolidated Statement of Operations. The global regulatory environment, including the

introduction of Pillar Two, adds uncertainty on the future business environment. We will continue to assess the ongoing

impact of Pillar Two as additional guidance becomes available.

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our

Consolidated Financial Statements.

As at December 31, 2024, 2023 and 2022, the valuation allowance against net deferred income taxes amounted to

$27.6 million, $29.8 million and $31.1 million, which related mainly to Criteo Corp. ($5.9 million, $5.7 million and

$5.7 million, respectively), Criteo Brazil ($— million, $2.7 million and $3.3 million, respectively), Criteo Ltd ($9.3 million,

$10.7 million and $8.1 million, respectively), Criteo Singapore ($— million, $1.2 million and $1.5 million), Criteo Australia

Pty ($2.9 million, $2.9 million and $2.6 million)  and Criteo France ($8.7 million, $5.0 million and $6.5 million, respectively).

2023 Compared to 2022

The provision for income taxes for 2023 decreased by $(11.1) million, or (36)%, compared to 2022, due to the non

deductible loss contingency related to the CNIL matter as described in Note 20.

The annual effective tax rate for 2023 was 26.9%, compared to an annual effective tax rate of 74.1% for 2022. The annual

effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to

technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions, tax loss

carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary

differences, recognition of previously unrecognized tax losses and equity awards compensation expense.

65

In 2023, our income before taxes increased by $32.7 million to $74.7 million, compared to 2022, generating a $19.3 million

theoretical income tax expense at a nominal standard French tax rate of 25.8%. This theoretical tax expense is impacted

mainly by the following items contributing to a $20.1 million effective tax expense and a 26.9% effective tax rate:

$8.8 million of net effect of share-based compensation, $2.8 million of permanent differences mainly employee costs,

$0.9 million of deferred tax assets on which we recognized a valuation allowance, offset by $(4.3) million tax deduction

resulting from technology royalty income we received from our subsidiaries, $(5.5) million resulting from the non-tax

deductible provision following the loss contingency on regulatory matters (refer to Note 20), and the recognition or reversal

of valuation allowance on deferred tax assets of $(1.8) million. Please see Note 18 to our audited consolidated financial

statements for more detailed information on the provision for income taxes.

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our

Consolidated Financial Statements.

Adjusted EBITDA

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation

and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain

restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory

matter. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. We have included Adjusted EBITDA

because it is a key measure 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-term and long-term

operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service

costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to

a regulatory matter in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our

business. Accordingly, we believe that Adjusted EBITDA 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.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a

substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) although

depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced

in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for

new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our

working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;

(d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other

companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently,

which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider

Adjusted EBITDA alongside our U.S. GAAP financial results, including net income.

66

	Year Ended December 31,			% change
	2024	2023	2022		2024 vs 2023	2023 vs 2022
	(in thousands, except percent information)
Net Income (loss)	$114,713	$54,644	$10,875		110%	402%
Adjustments:
Financial (Income) expense	(3,095)	2,805	(17,053)		(210)%	116%
Provision for income taxes	39,784	20,084	31,186		98%	(36)%
Equity awards compensation expense	105,742	99,222	65,035		7%	53%
Pension service costs	495	401	1,756		23%	(77)%
Depreciation and amortization expense	101,193	99,653	89,018		2%	12%
Acquisition-related costs	1,439	1,894	12,584		(24)%	(85)%
Net loss contingency on regulatory matters	—	(21,632)	63,221		100%	(134)%
Restructuring, integration and transformation costs	29,847	44,727	10,677		(33)%	319%
Total net adjustments	275,405	247,154	256,424		11%	(4)%
Adjusted EBITDA	$390,118	$301,798	$267,299		29%	13%

The following table presents our Adjusted EBITDA on a comparative basis:

	Year Ended December 31,			% change
	2024	2023	2022		2024 vs 2023	2023 vs 2022
	(in thousands, except percent information)
Net Income	$114,713	$54,644	$10,875		110%	402%
Adjusted EBITDA	$390,118	$301,798	$267,299		29%	13%

Net income increased $60.1 million, or 110% for the twelve months ended December 31, 2024 compared to the twelve

months ended December 31, 2023, and Adjusted EBITDA increased $88.3 million, or 29% for the twelve months ended

December 31, 2024 compared to the twelve months ended December 31, 2023. The increase in Net Income and Adjusted

EBITDA was primarily due to higher Contribution ex-TAC and cost reduction actions

Net income increased $43.8 million, or 402% for the twelve months ended December 31, 2023 compared to the twelve

months ended December 31, 2022, and Adjusted EBITDA increased $34.5 million, or 13% for the twelve months ended

December 31, 2023 compared to the twelve months ended December 31, 2022. The increase in Net Income was primarily

due to higher Contribution ex-TAC, cost reduction actions and the partial reversal of the loss contingency related to the

CNIL matter described in Note 20. The increase in Adjusted EBITDA was primarily due to higher Contribution ex-TAC and

cost reduction actions.

67

Unaudited Quarterly Results of Operations

The following tables set forth our unaudited consolidated statement of income data for the last eight quarters. We derived

this information from our unaudited interim consolidated financial information, which, in the opinion of management,

includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the

information for the quarters presented. The quarterly results of operations have been prepared by, and are the

responsibility of, our management and have not been audited or reviewed by our independent registered public accounting

firm. You should read this information together with our audited consolidated financial statements and related notes

beginning on page F-1.

			Three Months Ended
			December 31, 2024	September 30, 2024	June 30, 2024	March 31, 2024	December 31, 2023	September 30, 2023	June 30, 2023	March 31, 2023
			(in thousands)
Consolidated Statements of Income Data:
	Revenue		$553,035	$458,892	$471,307	$450,055	$566,302	$469,193	$468,934	$445,016
	Cost of revenue
		Traffic acquisition costs	218,636	192,789	204,214	196,167	249,926	223,798	228,717	224,398
		Other cost of revenue	33,428	34,171	34,248	36,665	39,750	40,268	40,435	39,109
	Gross profit		300,971	231,932	232,845	217,223	276,626	205,127	199,782	181,509
	Operating expenses
		Research and development expenses	67,559	85,285	59,639	66,858	48,402	62,522	67,775	63,590
		Sales and operations expenses	97,356	90,823	95,069	92,842	97,687	94,572	112,511	101,242
		General and administrative expenses	41,548	46,222	41,199	47,169	42,219	36,599	18,537	40,170
		Total operating expenses	206,463	222,330	195,907	206,869	188,308	193,693	198,823	205,002
	Income (loss) from operations		94,508	9,602	36,938	10,354	88,318	11,434	959	(23,493)
	Financial and Other income (expense)		2,206	(8)	(284)	1,181	(4,498)	(2,967)	(1,852)	6,827
	Income (loss) before taxes		96,714	9,594	36,654	11,535	83,820	8,467	(893)	(16,666)
	Provision for income taxes		24,770	3,450	8,595	2,969	21,769	1,832	1,078	(4,595)
	Net income (loss)		$71,944	$6,144	$28,059	$8,566	$62,051	$6,635	$(1,971)	$(12,071)
	Net income (loss) available to shareholders of Criteo S.A.		71,095	6,245	26,987	7,244	61,017	6,927	(2,874)	(11,809)

68

B.Liquidity and Capital Resources.

Market Risk

We are mainly exposed to changes of foreign currency exchange rate fluctuations.

The functional currency of the Company is the euro, while our reporting currency is the U.S. dollar. Because we incur some

of our expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk

as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. Foreign

exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional

currency different than the euro. The statements of financial position of consolidated entities having a functional currency

different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the

statement of financial position date) and the statement of income, statement of comprehensive income and statement of

cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation

adjustments are included in equity under the caption “Accumulated Other Comprehensive Income” in the Consolidated

Statement of Changes in Equity.

At December 31, 2024, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign

currency swaps or forward purchases or sales of foreign currencies.

69

Foreign Currency Risk

A hypothetical 10% increase or decrease of the Pound Sterling, the euro, the Japanese yen or the Brazilian real against the

U.S. dollar would have impacted the Consolidated Statements of Income as follows:

	Year Ended December 31,
	2024		2023		2022
	(in thousands)
GBP/USD	+10%	-10%	+10%	-10%	+10%	-10%
Net income (loss) impact	$245	$(245)	$(86)	$86	$(444)	$444

	Year Ended December 31,
	2024		2023		2022
	(in thousands)
BRL/USD	+10%	-10%	+10%	-10%	+10%	-10%
Net income (loss) impact	$275	$(275)	$220	$(220)	$(235)	$235

	Year Ended December 31,
	2024		2023		2022
	(in thousands)
JPY/USD	+10%	-10%	+10%	-10%	+10%	-10%
Net income (loss) impact	$4,065	$(4,065)	$408	$(408)	$2,489	$(2,489)

	Year Ended December 31,
	2024		2023		2022
	(in thousands)
EUR/USD	+10%	-10%	+10%	-10%	+10%	-10%
Net income (loss) impact	$4,003	$(4,003)	$156	$(156)	$(2,169)	$2,169

Counterparty Risk

As of December 31, 2024, we show a positive net cash position. We utilize cash pooling arrangements, reinforcing cash

management centralization. Investment and financing decisions are governed by our Investment and Risk Management

Policy and carried out by our internal central treasury function, ensuring investments are entered into with high credit

ratings, balanced counterparties.

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Liquidity Risk

Sources of Liquidity

Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. We have never

declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity

securities in the foreseeable future.

We are party to several revolving credit facilities with several third-party financial institutions. Our revolving credit facilities

as of December 31, 2024 are presented in the table below:

	Nominal/ Authorized amounts	Amount drawn as of December 31, 2024	Amount Outstanding as of December 31, 2024
Nature	(in thousands)			Interest rate	Settlement date
Bank Syndicate Revolving Credit Facility - September 2022	€407,000	€—	€407,000	Floating rate: EURIBOR / SOFR + margin depending on leverage ratio	September 2027
Other short-term lines of credit	€21,500	€—	€21,500	EURIBOR

For additional information regarding our resolving credit facilities , please refer to Note 11 - Financial Liabilities.

The Bank Syndicate Revolving Line of Credit is unsecured and contains customary events of default and covenants,

including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional

indebtedness. As of year-end December 31, 2024, we were in compliance with the required covenants. On November 17,

2023, we updated certain terms of our syndicated credit facility to a €407 million ($423 million) sustainability-linked credit

facility. Certain terms and conditions of the amended credit facility are now linked to our sustainability goals to increase the

representation of women in tech roles and reduce our GHG emissions, while the rest of the credit facility agreement

remains unchanged.

We are also party to short-term credit lines in the form of overdraft facilities with HSBC Holdings plc, LCL and BNP Paribas.

We are authorized to draw up to a maximum of €21.5 million ($22.3 million) in the aggregate under those short-term credit

lines and overdraft facilities. As of December 31, 2024, we had not drawn on either of these facilities. Our banks have the

ability to terminate such facilities on short notice.

Our cash and cash equivalents and restricted cash at December 31, 2024 were held for working capital and general

corporate purposes, which could include acquisitions, and amounted to $290.9 million as of December 31, 2024. The

$(120.4) million decrease in cash and cash equivalents and restricted cash compared with December 31, 2023 primarily

resulted from an increase of $258.2 million in cash from operating activities, offset by a $(97.9) million decrease in cash for

investing activities, and by a decrease of $(270.5) million in cash for financing activities. In addition, the cash flows were

also negatively impacted by $(10.2) million due to foreign exchange rates impact on our consolidated cash position in USD

over the period. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in

excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity.

Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts and term deposit accounts.

Furthermore, Criteo had financial liquidity of approximately $782.3 million, including its cash position, short term

investments, its Revolving Credit Facility and treasury shares available for acquisitions as of December 31, 2024. Overall,

we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025, enables financial

flexibility and the meeting of all material contractual obligations.

71

Share Buy-back Programs

In December 2022, we completed a $136.0 million share repurchase program. In 2023, we completed an additional

$125.0 million share repurchase, and in 2024, we completed an additional $224.6 million share repurchase.

All above programs have been implemented under our multi-year authorization granted by Board of Directors. In January

2025, this authorization was extended to a total amount of up to $805.0 million. Other than these repurchase programs, we

intend to retain all available funds and any future earnings to fund our growth.

Operating and Capital Expenditure Requirements

In 2024, 2023 and 2022, our net capital expenditures were $(76.6) million, $(114.3) million and $(55.8) million, respectively,

primarily related to the acquisition of data center and server equipment, and internal IT systems. We expect our capital

expenditures to remain at, or slightly below, 5% of revenue for 2025, as we plan to continue to build, reshape and maintain

additional data center equipment capacity in all regions and we keep investing in our Commerce Media Platform.

We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next

12 months.  

Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount

and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new

products and product enhancements.

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity

requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our

operations, and such financings may not be available to us on acceptable terms, or at all. We may also need to raise

additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies,

assets or products.

If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could

be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have

rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any

additional equity financing will be dilutive to our shareholders.

Historical Cash Flows

The following table sets forth our cash flows for 2024, 2023 and 2022 :

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Cash flows provided by operating activities	$258,161	$224,246	$255,985
Cash used in investing activities	(97,901)	(108,712)	(166,119)
Cash used for financing activities	$(270,499)	$(147,254)	$(113,044)

Our cash and cash equivalents at December 31, 2024 were held for working capital and general corporate purposes, which

could include acquisitions. The decrease in cash and cash equivalents compared with December 31, 2023, primarily

resulted from an increase of $258.2 million in cash flows from operating activities fully offset by a decrease of $(97.9)

million in cash flows used for investing activities and a decrease of $(270.5) million in cash flows used for financing

activities.

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Operating Activities

Cash provided by operating activities has typically been generated from net income and by changes in our operating

assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses,

adjusted for certain non-cash and non-operating expense items such as depreciation, amortization, equity awards

compensation, deferred tax assets and income taxes.

In 2024, net cash flows provided by operating activities were $258.2 million and consisted of net income of $114.7 million, 

$192.1 million in adjustments for noncash and nonoperating items and $(48.7) million of cash flows from working capital

and other assets and liabilities. Adjustments for noncash and nonoperating items mainly consisted of depreciation and

amortization expense of $87.8 million and equity awards compensation expense of $106.6 million. The $(48.7) million

decrease in cash resulting from changes in working capital primarily consisted of a $(28.5) million increase in accounts

receivable and a $(17.2) million decrease in accounts payable, partly driven by the mix of our segments, largely related to

the acceleration of Retail Media. The $33.9 million increase of cash flow from operating activities during 2024 compared to

2023, was mostly due to the 2023 payment of $(43.3) million of a contingent liability for regulatory matters.

Investing Activities

In 2024, net cash flows used in investing activities were $97.9 million and consisted of $76.6 million for net purchases of

servers and other data center equipment and capitalized software development costs, and $20.7 million change in other

noncurrent financial assets resulting from investments in Marketable Securities (see Note 5). The $10.8 million decrease in

cash used in investing activities during 2024 compared to 2023, was mostly due to decreases of the purchases of servers

and other data center equipment and capitalized software development costs.

Financing Activities

In 2024, net cash used in financing activities was $270.5 million mainly resulting from the $224.6 million impact from our

share repurchase program, a $52.0 million payout of the earn-out liability resulting from the Iponweb Acquisition, partially

offset by $4.6 million in proceeds from stock-options exercises. The $123.2 million increase in cash used in financing

activities during 2024 compared to 2023, was mostly due to the increase of our share repurchase program and the final

payment of the earn-out liability resulting from the Iponweb Acquisition.

C.Off-balance Sheet Arrangements.

We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes

referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance

sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities

involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing,

liquidity, market or credit risk that could arise if we had engaged in these relationships.

D.Tabular Disclosure of Contractual Obligations.

Our principal commitments consist of non-cancelable operating leases for our various office facilities and data centers, and

other contractual commitments consisting of obligations to our hosting services providers, and providers of software as a

service.

The following table discloses aggregate information about material contractual obligations and periods in which payments

were due as of December 31, 2024. Future events could cause actual payments to differ from these estimates.

73

	Less than 1 year	1 to 5 years	More than 5 years	Total
	(in thousands of U.S. Dollars)
Operating Leases	$30,080	$68,627	$15,408	$114,115
Other purchase obligations	58,027	18,728	—	76,755
Total	$88,107	$87,355	$15,408	$190,870

Material Cash Requirements

We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to

meet our operational cash needs and fund our share repurchase program for at least the next 12 months and thereafter for

the foreseeable future. We continuously evaluate our liquidity and capital resources, including our access to external

capital, to ensure we can finance our future capital requirements.

Leases and Contractual Commitments

Our operating lease obligations mostly include offices and data centers. Our finance lease obligations mostly include

certain network infrastructure. Our restructuring efforts to sublease, early terminate or abandon several office buildings

under operating leases did not materially change our operating lease obligations.

Contingent Consideration

As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of $100.0 million,

which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal

years. The earn out liability was fully settled during the year 2024.  See Note 13 - Other Current Liabilities.

Contingencies

We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations. We record a

liability when we believe that it is both probable that a liability has been incurred, and that the amount can be reasonably

estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be

estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent

material. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are

inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these

estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations,

financial position, and cash flows.

See Note 12 Leases, Note 13 Other Current and Noncurrent Liabilities, Note 18 Income Taxes and Note 20 Commitments

and contingencies in the notes to the consolidated financial statements included in Part II, Item 8, and "Legal Proceedings"

contained in Part I, Item 3 of this Form 10-K for additional information regarding leases and contractual commitments, long-

term debt, taxes, and contingencies.

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E.Trend Information

Key Metrics

We review three key metrics to help us monitor the performance of our business and to identify trends affecting our

business. These key metrics include number of clients, Contribution ex-TAC, and Adjusted EBITDA. We believe these

metrics are useful to understanding the underlying trends in our business. The following table summarizes our key metrics

for 2024, 2023 and 2022.

	Year Ended December 31,
	2024	2023	2022
	(in thousands, except number of clients)
Number of clients (1)	17,269	18,197	18,990
Contribution ex-TAC	$1,121,483	$1,022,606	$928,224
Adjusted EBITDA	$390,118	$301,798	$267,299

(1) In the first quarter of 2023, we streamlined our client count methodology which is now based on unique billing accounts while the

previous methodology included clients from whom Criteo has received a signed contract or an insertion order during the previous 12

months. The new methodology led to the consolidation of some clients accounts but does not change the underlying activity or the

overall trends.

Number of Clients

We define a client to be a unique party with a signed contract and for whom we have delivered an advertisement or

monetized inventory during the previous 12 months. We count distinct brands or divisions within the same business as

separate clients if they have insertion orders with us. For certain Retail Media solutions, we count the parent company as a

single client, even if multiple brands under that company have signed separate contracts. When working with advertising

agencies, we generally attribute the client count to the advertiser rather than the agency. If a client's advertising spend is

managed by multiple agencies, they are counted as a single client.

We believe that our ability to grow the number of clients is an important indicator of our revenue growth over time. Our

client count may fluctuate quarterly due to the seasonal advertising trends and the timing of new client contributions.

Therefore, changes in client count does not necessarily correspond to changes in revenue for a given period.

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Contribution ex-TAC

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as 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 cost of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. 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. Please see above for a discussion of the limitations of Contribution ex-TAC and a

reconciliation of Contribution ex-TAC to gross profit, the most comparable U.S. GAAP measure in the Non-GAAP Financial

Measures section of this filing.

Our management views our Contribution ex-TAC as a key measure to evaluate, plan and make decisions on our business

activities and sales performance. In particular, we believe this can provide a useful measure 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. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. Please see above for a

discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most

comparable U.S. GAAP measure, for 2024 and 2023.

Adjusted EBITDA

Adjusted EBITDA represents our consolidated earnings before financial income (expense), income taxes, depreciation and

amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain

restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory

matter. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Adjusted EBITDA is a key measure

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-term and long-term operational plans. In particular, we

believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring,

integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter in

calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business,

Accordingly, we believe that Adjusted EBITDA 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

not a measure calculated in accordance with U.S. GAAP. Please see above for a discussion of the limitations of Adjusted

EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S. GAAP measure in the Non-

GAAP Financial Measures section of this filing.

Highlights and Trends

Number of Clients

We had approximately 17,300 clients as of December 31, 2024, down slightly compared to our client base as of December

31, 2023.

Our client base reflects our global footprint and our commercial expansion in existing markets, our continued development

of large clients in the Retail vertical, especially in ecommerce, our expansion of midmarket clients and our penetration into

the consumer brand vertical through some of our Retail Media offerings. We expect to continue to focus our attention and

investment on further growing our client base across all regions, client categories and verticals, with continued strong focus

on ecommerce.

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Client Retention

We believe our ability to retain and grow revenue from our existing clients is a useful indicator of the stability of our revenue

base and the long-term value of our client relationships. Our offering, the Criteo Commerce Media Platform, is powered by

AI technology and aims to cover the entire marketing funnel (Awareness, Audience Targeting, Conversion). Our technology

is optimized to drive impactful business outcomes from marketing and monetization for retailers and brands. We measure

our client satisfaction through our ability to retain them and the revenue they generate quarter after quarter.

We define client retention rate as the percentage of live clients during the previous quarter that continued to be live clients

during the current quarter. This metric is calculated on a quarterly basis, and for annual periods, we use an average of the

quarterly metrics. We define a live client as a client whose advertising campaign has or had been generating revenue for

us on any day over the relevant measurement period. In each of 2024, 2023 and 2022, our client retention rate was

approximately 90%. 

Seasonality

Our client base consists primarily of businesses in the digital Retail, Travel and Classifieds industries, which we define as

commerce clients. In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the

largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday

spending by consumers. With respect to Retail Media, the concentration of advertising spend in the fourth quarter of the

calendar year is particularly pronounced. Our Retail clients typically conduct fewer advertising campaigns in the first and

second quarters than they do in other quarters, while our Travel clients typically increase their travel campaigns in the first

and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, our revenue tends to be

seasonal in nature, but the impact of this seasonality has, to date, been partly offset by our significant growth and

geographic expansion. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate

materially from period to period.

Contribution ex-TAC

Our Contribution ex-TAC for 2024 was $1,121.5 million, an 11% increase over 2023, at constant currency. This

performance was mainly driven by growth in Retail Media. We are focused on maximizing our Contribution ex-TAC on an

absolute basis. We believe this focus builds sustainable long-term value for our business by fortifying a number of our

competitive strengths, including access to digital advertising inventory, breadth and depth of data and continuous

improvement of the Criteo AI Engine’s performance, allowing us to deliver more relevant advertisements at scale.

Adjusted EBITDA

Our Adjusted EBITDA for 2024 was $390.1 million, a 29% increase over 2023. Our increase in Adjusted EBITDA for 2024

compared to 2023 was primarily the result of the 10% increase in Contribution ex-TAC over the period, partly offset by a

3% increase in our Non-GAAP operating expenses. This drove a 35% adjusted EBITDA margin in 2024. Going forward, we

intend to continue to optimize our operating model while continuing investments in AI innovation and scaling Retail Media

capabilities. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please see above for a

discussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most

comparable U.S. GAAP measure.

F.Safe Harbor.

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and

Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See "Special Note

Regarding Forward-Looking Statements."

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

We are mainly exposed to changes of foreign currency exchange rate fluctuations.

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For a description of our foreign exchange risk and a sensitivity analysis of the impact of foreign currency exchange rates on

our net income, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of

Operations – B. Liquidity and Capital Resources" in this Form 10-K.

Item 8.    Financial Statements and Supplementary Data

The information required by Item 8 is set forth on pages F-1 through F-46 of this Form 10-K.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There have been no changes in our independent registered public accounting firm, Deloitte & Associés, or disagreements

with our accountants on matters of accounting and financial disclosure.

Item 9A.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Criteo carried out an evaluation as of December 31, 2024, under the supervision and with the participation of our

management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure

controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure

controls and procedures are controls and other procedures designed to reasonably assure that information required to be

disclosed in our reports filed or furnished under the Exchange Act, such as this Form 10-K, is recorded, processed,

summarized and reported within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and

communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely

decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31,

2024, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide

reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act

is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that

such information is accumulated and communicated to our management, including our chief executive officer and chief

financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such

term is defined in Rule 13a-15(f) under the Exchange Act. Our management assessed, with the oversight of our board of

directors, the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this

assessment, our management used the criteria established in the Internal Control—Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management

has concluded that the Company's internal control over financial reporting was effective as of December 31, 2024. The

effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by

Deloitte & Associés, our independent registered public accounting firm, as stated in its attestation report, which appears on

page F-2 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2024, that have materially

affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure

controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are

met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of

controls must be considered relative to their costs.

78

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within Criteo have been detected.

These inherent limitations include the realities that judgments in decisions making can be faulty and that breakdowns can

occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by

collusion of two or more people, or by management override of the controls. The design of any system of controls is based

in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate

because of changes in conditions or deterioration in the degree of compliance with policies and procedures. Because of the

inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 

Item 9B.    Other Information

During the three months ended December 31, 2024, no directors or Section 16 officers of the Company adopted or

terminated any Rule 10b5-1 trading arrangement or "non-Rule 10b5-1 trading arrangement," as each term is defined in

Item 408 of Regulation S-K.

Item 9C.    Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

79

PART III

Item 10.    Directors, Executive Officers and Corporate Governance

The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be

included in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the

SEC, and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our

employees, officers (including our chief executive and senior financial officers), directors, temporary workers and interns.

The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of

our board of directors is responsible for overseeing the Code of Conduct and our board of directors is required to approve

any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to

the Code of Conduct, or any waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq

will be disclosed on our website.

Item 11.    Executive Compensation

The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual

Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual

Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual

Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Item 14.    Principal Accounting Fees and Services

The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual

Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a) Financial Statements

The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as

part of this Form 10-K. All schedules are omitted because they are not applicable or the required information is shown in

the financial statements or notes thereto.

(b) Exhibits

		Incorporated by Reference
Exhibit	Description	Schedul e/ Form	File Number	Exhibit	File Date
2.1	Merger Agreement, dated as of October 3, 2016, by and among Criteo Corp., TBL Holdings, Inc., HookLogic, Inc. and Fortis Advisors LLC	8-K	001-36153	2.1	October 4, 2016
2.2	Amended and Restated Framework Purchase Agreement, dated as of August 1, 2022, by and among the Company, Sellers, Mr. Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust” and Mr. Boris Mouzykantskii	10-Q	001-36153	2.1	August 5, 2022
3.1#	Updated By-laws (as of February 28, 2025) (English translation)
4.1	Amended and Restated Deposit Agreement, dated as of December 28, 2021, among the Company, the Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder	8-K	001-36153	4.1	December 29, 2021
4.2#	Agreement to Furnish Debt Instruments
4.3	Description of Registrant's Securities	10-K	001-36153	4.3	March 2, 2020
10.1†	2014 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice)	S-8	333-197373	99.1	July 11, 2014
10.2†	Amended 2016 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) (English Translation)	S-8	333-273476	99.1	July 27, 2023
10.3†	Summary of BSA Terms and Conditions	10-K	001-36153	10.7	February 29, 2016
10.4†	Form of BSA Grant Document (English translation)	10-K	001-36153	10.9	March 1, 2017
10.5†	Amended and Restated 2015 Time-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation)	S-8	333-273476	99.2	July 27, 2023
10.6†	Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation)	S-8	333-280977	99.3	July 24, 2024
10.7†	Criteo Executive Bonus Plan	10-K	001-36153	10.15	February 29, 2016
10.8	Amendment and Restatement Agreement, dated as of March 29, 2017, by and among the registrant, as borrower, and BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis and Société Générale Corporate & Investment Banking	8-K	001-36153	4.1	March 30, 2017

81

		Incorporated by Reference
Exhibit	Description	Schedul e/ Form	File Number	Exhibit	File Date
10.9	Form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification	10-K	001-36153	10.22	March 1, 2019
10.10†	Management Agreement between the registrant and Megan Clarken, dated October 2, 2019	8-K	001-36153	10.1	October 30, 2019
10.11†	Amendment to Management Agreement between the registrant and Megan Clarken, dated November 22, 2019	10-K	001-36153	10.18	March 2, 2020
10.12	Multicurrency Revolving Facility Agreement, dated as of September 27, 2022, among the Company, certain of its subsidiaries, the lenders party thereto from time- to-time, BNP Paribas, Crédit Lyonnais (LCL), HSBC Continental Europe and Société Générale, as bookrunners and mandated lead arrangers, Bank of Montreal Europe PLC, Citibank N.A., London Branch and Crédit Industriel et Commercial (CIC), as mandated lead arrangers, BNP Paribas, as coordinator and documentation agent, Société Générale, as agent, and Société Générale and HSBC Continental Europe, as sustainability coordinators	8-K	001-36153	10.1	September 28, 2022
10.13	Amendment Agreement, dated as of November 17, 2023, between the Company, as borrower and guarantor, and Société Générale, as agent**	10-K	001-36153	10.21	February 23, 2024
10.14†	Amended and Restated Executive Employment Agreement, between Criteo Corp. and Brian Gleason, effective as of July 1, 2024	10-Q	001-36153	10.1	October 30, 2024
10.15†	Transition Agreement between Criteo Corp. and Megan Clarken, dated August 26, 2024	8-K	001-36153	10.1	August 26, 2024
10.16†#	Amended and Restated Executive Employment Agreement, between Criteo Corp. and Ryan Damon, effective as of November 1, 2024
10.17†#	Amended and Restated Executive Employment Agreement, between Criteo Corp. and Sarah Glickman, effective as of November 1, 2024
10.18†	Management Agreement between Criteo Corp. and Michael Komasinski, effective as of February 15, 2025	8-K	001-36153	10.1	January 14, 2025
19.1#	Criteo Insider Trading Policy
21.1#	List of Subsidiaries
23.1#	Consent of Deloitte & Associés
24.1	Power of Attorney (including on the signature page to this report)
31.1#	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2#	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
97.1†	Criteo S.A. Clawback Policy adopted October 26, 2023	10-K	001-36153	97.1	February 23, 2024

82

		Incorporated by Reference
Exhibit	Description	Schedul e/ Form	File Number	Exhibit	File Date
101#	The following financial statements from Criteo S.A.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements
104	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

†Indicates management contract or compensatory plan.

#Filed herewith.

*Furnished herewith.

**Schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted

schedule will be furnished to the Securities and Exchange Commission upon request.

Item 16. Form 10-K Summary

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned thereunto duly authorized.

	CRITEO S.A.
February 28, 2025	By:	/s/ Michael Komasinski
		Michael Komasinski
		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and

appoints Michael Komasinski her or his attorney-in-fact, each with the power of substitution, for her or him in any and all

capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and

other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming

all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.

83

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ Michael Komasinski	Chief Executive Officer and Director (Principal Executive Officer)	February 28, 2025
Michael Komasinski
/s/ Sarah Glickman	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 28, 2025
Sarah Glickman
/s/ Nathalie Balla	Director	February 28, 2025
Nathalie Balla
/s/ Marie Lalleman	Director	February 28, 2025
Marie Lalleman
/s/ Edmond Mesrobian	Director	February 28, 2025
Edmond Mesrobian
/s/ Hubert de Pesquidoux	Director	February 28, 2025
Hubert de Pesquidoux
/s/ Rachel Picard	Director	February 28, 2025
Rachel Picard
/s/ Frederik van der Kooi	Director	February 28, 2025
Frederik van der Kooi
/s/ Ernst Teunissen	Director	February 28, 2025
Ernst Teunissen

84

Index to Consolidated Financial Statements

	Page
Reports of Deloitte & Associés, Independent Registered Public Accounting Firm (PCAOB ID No. 1756)	F-2
Consolidated Statements of Financial Position as of December 31, 2024 and 2023	F-4
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022	F-5
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022	F-6
Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2024, 2023 and 2022	F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022	F-8
Notes to the Consolidated Financial Statements	F-9

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Criteo S.A.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Criteo S.A. and subsidiaries (the

“Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive

income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and

the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results

of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity

with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria

established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission and our report dated February 28, 2025, expressed an unqualified opinion on the

Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in

the financial statements. Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements. We believe that our

audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial

statements that was communicated or required to be communicated to the audit committee and that (1) relates to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing

separate opinions on the critical audit matter or on the accounts or disclosures to which is relates.

Revenue — Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company primarily generates revenue by delivering digital personalized display advertisements and by providing

access to its online trading platform to brands, agencies and retailers for the monetization of digital advertising

inventory.

F-3

Display advertisements are generally sold based on a click or impression-based pricing model and revenue is

recognized when an ad is clicked on or displayed to the end user.

For the use of its online trading platform the Company charges a fee based on a percentage of working media spend,

and recognizes revenue when digital advertising inventory is monetized through the platform.

Because of the nature of the Company’s revenue, which is made up of a significant volume of low-dollar value

transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to

process and record its revenue transactions.

We identified revenue as a critical audit matter because the Company’s systems to process and record its revenue

transactions are highly automated and thus required significantly more involvement and effort from our information

technology (IT) internal specialist team to identify, test, and evaluate the Company’s system, software applications, and

automated controls.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s systems to process revenue transactions included the following, among

others:

•With the assistance of our IT specialists, we:

–Identified the relevant applications and systems used to process revenue transactions and tested the

general IT controls over these applications and systems, including testing of user access controls,

change management and data conversion controls, and Datacenter and Network Operations.

–Performed testing of system interface controls and automated controls within the relevant revenue

solutions, as well as the controls designed to address the occurrence, accuracy and completeness of

revenue.

•We tested internal controls within the revenue business process, including those in place to reconcile the

various applications to the Company’s general ledger.

•With the assistance of our data specialists, we tested the underlying data of the revenue transactions by

agreeing the events recognized in the financial statements to the source transactional systems and tested the

mathematical accuracy of the recorded revenue.

/s/ Deloitte & Associés

Paris-La Défense, France

February 28, 2025

We have served as the Company's auditor since 2011.

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Criteo S.A.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Criteo S.A. and subsidiaries (the “Company”) as of

December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based

on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the

Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying

Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects. Our audit included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered

necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on

the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

deteriorate.

/s/ Deloitte & Associés

Paris-La Défense, France

February 28, 2025

F-4

Criteo S.A. and subsidiaries

Consolidated Statements of Financial Position

		Year Ended December 31,
	Notes	2024	2023
Assets		(in thousands)
Current assets:
Cash and cash equivalents	5	$290,693	$336,341
Trade receivables, net of allowances of $28.6 million and $43.3 million as of December 31, 2024 and December 31, 2023, respectively.	6	800,859	775,589
Income taxes	18	1,550	2,065
Other taxes		53,883	68,936
Other current assets	7	50,637	48,291
Restricted cash - current portion	5	250	75,000
Marketable securities - current portion	5	26,242	5,970
Total current assets		1,224,114	1,312,192
Property and equipment, net	8	107,222	126,494
Intangible assets, net	9	158,384	180,888
Goodwill	10	515,188	524,197
Right of use assets - operating leases	12	99,468	112,487
Marketable securities - noncurrent portion	5	15,584	16,575
Noncurrent financial assets		4,332	5,294
Other noncurrent assets	7	61,151	60,742
Deferred tax assets	18	81,006	52,680
Total noncurrent assets		1,042,335	1,079,357
Total assets		$2,266,449	$2,391,549
Liabilities and shareholders' equity
Current liabilities:
Trade payables		$802,524	$838,522
Contingencies - current portion		1,882	1,467
Income taxes	18	34,863	17,213
Financial liabilities - current portion	11	3,325	3,389
Lease liability - operating - current portion	12	25,812	35,398
Other taxes		19,148	26,289
Employee-related payables		109,227	113,287
Other current liabilities	13	49,819	104,552
Total current liabilities		1,046,600	1,140,117
Deferred tax liabilities	18	4,067	1,083
Retirement benefit obligation	15	4,709	4,123
Financial liabilities - noncurrent portion	11	297	77
Lease liability - operating - noncurrent portion	12	77,584	83,051
Contingencies - noncurrent portion	20	31,939	32,625
Other noncurrent liabilities	13	20,156	19,082
Total noncurrent liabilities		138,752	140,041
Total liabilities		1,185,352	1,280,158
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 per value, 57,744,839 and 61,165,663 shares authorized, issued and outstanding at December 31, 2024 and December 31, 2023, respectively.		1,931	2,023
Treasury stock, 3,467,417 and 5,400,572 shares at cost as of December 31, 2024 and December 31, 2023, respectively.		(125,298)	(161,788)
Additional paid-in capital		709,580	769,240
Accumulated other comprehensive income (loss)		(108,768)	(85,326)
Retained earnings		571,744	555,456
Equity - attributable to shareholders of Criteo S.A.		1,049,189	1,079,605
Noncontrolling interests		31,908	31,786
Total equity		1,081,097	1,111,391
Total equity and liabilities		$2,266,449	$2,391,549

The accompanying notes form an integral part of these consolidated financial statements.

F-5

Criteo S.A. and subsidiaries

Consolidated Statements of Income

		Year Ended December 31,
	Notes	2024	2023	2022
		(in thousands, except share and per share data)
Revenue		$1,933,289	$1,949,445	$2,017,003
Cost of revenue
Traffic acquisition costs		811,806	926,839	1,088,779
Other cost of revenue		138,512	159,562	133,024
Gross profit		982,971	863,044	795,200
Operating expenses:
Research and development expenses		279,341	242,289	187,596
Sales and operations expenses		376,090	406,012	377,996
General and administrative expenses		176,138	137,525	205,330
Total operating expenses		831,569	785,826	770,922
Income from operations		151,402	77,218	24,278
Financial and Other Income (Expense)	17	3,095	(2,490)	17,783
Income before taxes		154,497	74,728	42,061
Provision for income taxes	18	39,784	20,084	31,186
Net income		$114,713	$54,644	$10,875
Net income available to shareholders of Criteo S.A.		$111,571	$53,259	$8,952
Net income available to noncontrolling interests		$3,142	$1,385	$1,923
Net income allocated to shareholders per share:
Basic	19	$2.04	$0.95	$0.15
Diluted	19	$1.90	$0.88	$0.14
Weighted average shares outstanding used in computing per share amounts:
Basic	19	54,817,136	56,170,658	60,004,707
Diluted	19	58,605,529	60,231,627	62,760,198

The accompanying notes form an integral part of these consolidated financial statements.

F-6

Criteo S.A. and subsidiaries

Consolidated Statements of Comprehensive Income

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Net income	$114,713	$54,644	$10,875
Other comprehensive income (loss):
Foreign currency translation differences, net of taxes	(26,701)	4,153	(59,001)
Foreign currency translation differences	(26,701)	4,153	(59,001)
Income tax effect	—	—	—
Actuarial gains on employee benefits, net of taxes	(187)	264	2,969
Actuarial (loss) gain on employee benefits	(214)	294	3,311
Income tax effect	27	(30)	(342)
Comprehensive income (loss)	87,825	59,061	(45,157)
Attributable to shareholders of Criteo S.A.	88,126	59,874	(40,721)
Attributable to non-controlling interests	$(301)	$(813)	$(4,436)

The accompanying notes form an integral part of these consolidated financial statements.

F-7

Criteo S.A. and subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

	Share capital		Treasury stock		Additional paid-in capital	Accumulated other comprehensi ve (loss) income	Retained earnings	Equity - attributable to shareholders of Criteo S.A.	Noncontrollin g interests	Total equity
	(in thousands, except share data)
	(Common shares)		(Shares)
Balance at January 1, 2022	65,883,347	$2,149	(5,207,873)	$(131,560)	$731,248	$(40,294)	$601,588	$1,163,131	$35,189	$1,198,320
Net income	—	—	—	—	—	—	8,952	8,952	1,923	10,875
Other comprehensive income (loss)	—	—	—	—	—	(51,596)	—	(51,596)	(4,436)	(56,032)
Issuance of ordinary shares	97,767	2	—	—	429	—	—	431	—	431
Change in treasury stock(1)	(2,732,386)	(72)	(777,231)	(42,733)	(59,984)	—	(32,896)	(135,685)	—	(135,685)
Shared-based compensation	—	—	—	—	62,782	—	—	62,782	389	63,171
Other changes in equity	—	—	—	—	17	—	9	26	—	26
Balance at December 31, 2022	63,248,728	$2,079	(5,985,104)	$(174,293)	$734,492	$(91,890)	$577,653	$1,048,041	$33,065	$1,081,106
Net income	—	—	—	—	—	—	53,259	53,259	1,385	54,644
Other comprehensive income (loss)	—	—	—	—	—	6,616	—	6,616	(2,199)	4,417
Issuance of ordinary shares	101,935	3	—	—	1,945	—	—	1,948	—	1,948
Change in treasury stock (2)	(2,185,000)	(59)	584,532	12,505	(62,429)	—	(75,506)	(125,489)	—	(125,489)
Shared-based compensation	—	—	—	—	95,236	—	—	95,236	27	95,263
Other changes in equity	—	—	—	—	(4)	(52)	50	(6)	(492)	(498)
Balance at December 31, 2023	61,165,663	$2,023	(5,400,572)	$(161,788)	$769,240	$(85,326)	$555,456	$1,079,605	$31,786	$1,111,391
Net income	—	—	—	—	—	—	111,571	111,571	3,142	114,713
Other comprehensive income (loss)	—	—	—	—	—	(23,446)	—	(23,446)	(3,442)	(26,888)
Issuance of ordinary shares	169,176	4	—	—	4,546	—	—	4,550	—	4,550
Change in treasury stock (3)	(3,590,000)	(96)	1,933,155	36,490	(168,781)	—	(92,211)	(224,598)	—	(224,598)
Shared-based compensation	—	—	—	—	104,575	—	—	104,575	216	104,791
Other changes in equity	—	—	—	—	—	4	(3,072)	(3,068)	206	(2,862)
Balance at December 31, 2024	57,744,839	$1,931	(3,467,417)	$(125,298)	$709,580	$(108,768)	$571,744	$1,049,189	$31,908	$1,081,097

(1) On February 3, 2022 Criteo's Board of Directors extended a share repurchase program of up to $280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 5,135,359

shares repurchased at an average price of $26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled.

(2) On December 7, 2023, Criteo's Board of Directors extended a share repurchase program to up to $480.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 4,286,624

shares repurchased at an average price of $30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled.

(3) On February 1, 2024, Criteo's board of directors authorized an extension of the share repurchase program to up to $630.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is

comprised of 5,976,764 shares repurchased at an average price of $37.6 offset by 2,366,158 treasury shares used for RSUs vesting, by 1,953,761 treasury shares used for LUSs vesting and by 3,590,000 treasury shares cancelled.

The accompanying notes form an integral part of these consolidated financial statements.

F-8

Criteo S.A. and subsidiaries

Consolidated Statements of Cash Flows

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Cash flows from operating activities
Net income	$114,713	$54,644	$10,875
Non-cash and non-operating items	192,118	103,369	185,029
Amortization and provisions	87,754	72,336	150,261
Payment for contingent liability on regulatory matters	—	(43,334)	—
Equity awards compensation expense	106,613	97,185	65,034
Net loss (gain) on disposal of noncurrent assets	1,918	(7,929)	(194)
Change in uncertain tax positions	1,757	(880)	412
Net change in fair value of Earn-out	1,007	2,344	771
Change in deferred taxes	(26,040)	(23,588)	3,602
Change in income taxes	19,389	4,424	(10,952)
Other	(280)	2,811	(23,905)
Changes in assets and liabilities	(48,670)	66,233	60,081
(Increase) / Decrease in trade receivables	(28,516)	(56,344)	(41,910)
Increase / (Decrease) in trade payables	(17,160)	87,937	133,792
(Increase) / Decrease in other current assets	10,142	(5,616)	(14,687)
Increase / (Decrease) in other current liabilities	(11,314)	40,952	(17,862)
Change in operating lease liabilities and right of use assets	(1,822)	(696)	748
Net cash provided by operating activities	258,161	224,246	255,985
Cash flows from investing activities
Acquisition of intangibles assets, property and equipment	(78,112)	(116,115)	(63,815)
Disposal of intangibles assets, property and equipment	1,476	1,804	7,970
Proceeds from disposal of investments	—	8,847	—
Payment for businesses, net of cash acquired	(527)	(6,825)	(138,027)
Purchases of marketable securities	(26,688)	(22,471)	(19,373)
Maturities and sales of marketable securities	5,950	26,048	47,126
Net cash used in investing activities	(97,901)	(108,712)	(166,119)
Cash flows from financing activities
Proceeds from borrowings under line-of-credit agreement	—	—	78,513
Repayment of borrowings under line-of-credit agreement	—	—	(78,513)
Proceeds from capital increase	4,550	1,945	1,028
Repurchase of treasury stocks	(224,595)	(125,489)	(135,685)
Change in other financial liabilities	—	235	(265)
Cash payment for contingent consideration	(51,983)	(22,025)	—
Other financing activities	1,529	(1,920)	21,878
Net cash used in financing activities	(270,499)	(147,254)	(113,044)
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(10,159)	(5,139)	(44,148)
Net increase (decrease) in cash and cash equivalents and restricted cash	(120,398)	(36,859)	(67,326)
Net cash and cash equivalents and restricted cash at the beginning of the period	411,341	448,200	515,526
Net cash and cash equivalents and restricted cash at the end of the period	$290,943	$411,341	$448,200
Supplemental cash flow information
Cash paid for taxes, net of refunds	$(40,705)	$(40,127)	$(38,124)
Cash paid for interest, net of amounts capitalized	$(1,360)	$(1,539)	$(1,298)
Non-cash investing and financing activities:
Intangible assets, property and equipment acquired through payables	$1,758	$3,346	$25,414

The accompanying notes form an integral part of these consolidated financial statements.

F-9

Notes to the Consolidated Financial Statements

Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic

on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A.

We are a global technology company that enables marketers and media owners to drive better commerce outcomes

through the world’s leading Commerce Media Platform. We bring richer experiences to every consumer by supporting a

fair and open internet that enables discovery, innovation, and choice — powered by trusted and impactful advertising from

the world’s marketers and media owners.

We are leading the way in commerce media — a new approach to advertising that combines commerce data and machine

learning to target consumers throughout their shopping journey and help marketers and media owners drive commerce

outcomes (sales, leads, advertising revenue).

Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and drive better commerce

outcomes through our Commerce Media Platform, which includes a suite of products:

•that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout

their shopping journey and measure their advertising campaigns

•that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory

for commerce anywhere where consumers spend their time

•that are underpinned by our advanced AI engine, analyzing large sets of commerce data in real-time to drive hyper

personalization and budget efficiency.

In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as

"Criteo," the "Company," the "Group," or "we".

F-10

Note 1. Principles and Accounting Methods

Basis of Presentation

We prepared the consolidated financial statements in accordance with the U.S. generally accepted accounting

principles ("GAAP"). The consolidated financial statements include the accounts of Criteo S.A. and its subsidiaries

where we have controlling financial interests. Intercompany transactions and balances have been eliminated.

The table below presents at each period’s end and for all entities included in the consolidation scope the following

information: the country of incorporation and the percentage of voting rights and ownership interests.

		2024		2023
	Country	Voting rights	Ownership Interest	Voting rights	Ownership Interest	Consolidation Method
Parent company
Criteo S.A	France	100%	100%	100%	100%	Parent company
French subsidiaries
Criteo France SAS	France	100%	100%	100%	100%	Fully consolidated
Criteo Technology	France	100%	100%	100%	100%	Fully consolidated
Foreign subsidiaries
Criteo Ltd	United Kingdom	100%	100%	100%	100%	Fully consolidated
Criteo Corp.	United States	100%	100%	100%	100%	Fully consolidated
Doobe In Site Ltd.	Israel	100%	100%	100%	100%	Fully consolidated
Criteo GmbH	Germany	100%	100%	100%	100%	Fully consolidated
Criteo Nordics AB	Sweden	100%	100%	100%	100%	Fully consolidated
Criteo Korea Ltd.	Korea	100%	100%	100%	100%	Fully consolidated
Criteo KK	Japan	66%	66%	66%	66%	Fully consolidated
Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda.	Brazil	100%	100%	100%	100%	Fully consolidated
Criteo BV	The Netherlands	100%	100%	100%	100%	Fully consolidated
Criteo Australia Pty Ltd	Australia	100%	100%	100%	100%	Fully consolidated
Criteo Srl	Italy	100%	100%	100%	100%	Fully consolidated
Criteo Advertising (Beijing) Co. Ltd	China	100%	100%	100%	100%	Fully consolidated
Brandcrush Pty Ltd	Australia	100%	100%	100%	100%	Fully consolidated
Criteo Singapore Pte. Ltd.	Singapore	100%	100%	100%	100%	Fully consolidated
Criteo LLC	Russia	100%	100%	100%	100%	Fully consolidated
Criteo Europa MM S.L.	Spain	100%	100%	100%	100%	Fully consolidated
Criteo España S.L.	Spain	100%	100%	100%	100%	Fully consolidated
Criteo Canada Corp.	Canada	100%	100%	100%	100%	Fully consolidated
Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi	Turkey	100%	100%	100%	100%	Fully consolidated
Criteo MEA FZ-LLC	United Arab Emirates	100%	100%	100%	100%	Fully consolidated
Criteo India Private Limited	India	100%	100%	100%	100%	Fully consolidated
Bidswitch GmbH	Switzerland	100%	100%	100%	100%	Fully consolidated
Bidswitch Inc.	United States	100%	100%	100%	100%	Fully consolidated
Iponweb GmbH	Switzerland	100%	100%	100%	100%	Fully consolidated
Iponweb GmbH (1)	Deutschland	—%	—%	100%	100%	Fully consolidated
Iponweb Limited	United Kingdom	100%	100%	100%	100%	Fully consolidated
Iponweb Labs Limited	Cyprus	100%	100%	100%	100%	Fully consolidated
The MediaGrid Inc.	United States	100%	100%	100%	100%	Fully consolidated
Iponweb Labs LLC	Armenia	100%	100%	100%	100%	Fully consolidated
Criteo Technology SRL	Romania	100%	100%	—%	—%	Fully consolidated

(1) Merged with Criteo GmbH.

F-11

Functional Currency and Translation of Financial Statements in Foreign Currency

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of

the Parent,  the euro. The statements of financial position of consolidated entities having a functional currency

different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at

the statement of financial position date) and the statements of income, statements of comprehensive income and

statements of cash flow of such consolidated entities are translated at the average period to date exchange rate.

The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive

income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity.

Conversion of Foreign Currency Transactions

Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction

date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange

prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of

Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary

items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other

comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment.

Use of Estimates

The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of

revenue and expenses during the period. We base our estimates and assumptions on historical experience and

other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and

assumptions on an ongoing basis. Actual results could differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to: (1)  revenue recognition (2) 

income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill,

(4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting

in a change in the estimated useful life of certain servers and network equipment from five to six years. This

change in accounting estimate will be effective beginning fiscal year 2025.

Operating Segments

We report our financial results based on two reportable segments: Retail Media and Performance Media.

The reported segment information is based on internal management data used for business performance analysis

and resource allocation, following the management approach. An operating segment is a component of the

Company for which separate financial information is available that is evaluated regularly by our Chief Operating

Decision Maker ("CODM") in deciding how to allocate resources and assessing performance.

Beginning in 2024, as a result of the integration of the Iponweb acquisition, the Company has changed its

segment reporting structure to two reportable segments: Retail Media and Performance Media, which combines

our former Marketing Solutions and Iponweb segments, to align with a change in how the CODM, our Chief

Executive Officer (CEO), allocates resources and assesses performance.

As such, prior period segment results and related disclosures have been conformed to reflect the Company’s

current reportable segments. This change did not impact our results of operations, financial position, or cash

flows. Refer to Note 4 for further discussion.

Business combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the

purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair

values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded

as goodwill. Acquisition-related expenses are recognized separately from the business combination and are

expensed as incurred.

F-12

Internally Developed Software and Software as a Service

Intangible assets include costs to develop software to be used solely to meet internal needs and cloud based

applications used to deliver our services. We capitalize development costs related to these software applications

once the preliminary project stage is complete and it is probable that the project will be completed and the

software will be used to perform the function intended. Amortization of these costs begins when the assets are

placed in service and is calculated on a straight-line basis over their lives, generally estimated at three years.

Internally developed software and software in progress are periodically reviewed for impairment. Internally

developed software deemed no longer in use due to replacements or strategic business decisions are assessed

for impairment. The fair value is determined using a future cash flow model.  Projects no longer deemed probable

of completion are recorded to impairment expense in the period the project is identified as no longer probable of

completion. Impairment losses are recorded as Research and Development expense in the Consolidated

Statement of Income.

Cloud computing arrangements (“CCAs”), such as software as a service ("SaaS") and other hosting

arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software

development costs.

If a CCA includes a software license, the software license element of the arrangement is accounted for in a

manner consistent with the acquisition of other software licenses. If a CCA does not include a software license,

the service element of the arrangement is accounted for as a service contract. The Company capitalizes certain

implementation costs for its CCAs that are service contracts, which are included in other current assets. The

Company amortizes capitalized implementation costs in a CCA over the life of the service contract.

Property and Equipment

Property and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment

loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives. Management

determines the appropriate useful life of property and equipment when those assets are initially recognized and it

is routinely reviewed. Our current estimate of useful lives represents the best estimate based on current facts and

circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in

the planned use of assets, and technological advancements. When we change the estimated useful life

assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and

depreciated or amortized over the revised estimated useful life.

The estimated useful lives of property and equipment are described below:

Servers....................................................................................................................................................... 5 years

Furniture and IT equipments............................................................................................................... 3 to 5 years

Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate

that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate.

If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than

the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair

value. Fair value is estimated based on discounted future cash flows.

Goodwill and Acquired Intangible Assets

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and

intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized

over their useful lives.

The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events

or changes in circumstances warrant a revision to the remaining periods of amortization.

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in

circumstances indicate that the carrying value may not be recoverable. The Company has determined that it

operates as two reporting units. Goodwill has been allocated to these two reporting units using a relative fair value

allocation approach. In 2024, the Company voluntarily changed its goodwill and indefinite-lived intangible asset

annual impairment test date from December 31 to October 1. Refer to Note 10 for further information.

F-13

In the impairment assessment of its goodwill, the Company performs an impairment test, which involves

assumptions regarding estimated future cash flows of the Company. The estimated future cash flows are used to

derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill. If these

estimates or their related assumptions change in the future, the Company may be required to record impairment

on these assets. If the net book value exceeds its implied fair value, then the Company would be required to

recognize an impairment loss in the Consolidated Statement of Income.

Acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment

loss. Acquired intangible assets are amortized over their estimated useful lives of three to nine years on a straight-

line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such

as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the

financial and economic environment indicate that the carrying amount of an asset may be impaired.

Leases

The Company leases space under noncancellable operating leases for offices and data centers. Office leases

typically include rent free periods and rent escalation periods, and may also include leasehold improvement

incentives. Leases for data centers may also include rent free periods and rent escalation periods. Both office and

data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical

costs, and other service charges).  Non-lease components are accounted for separately.

Leases typically contain options to renew, and/or early terminate the lease. Options have been included in the

lease term if management has determined it is reasonably certain that they will be exercised, at lease

commencement.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over

the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses

its incremental borrowing rate at lease commencement to determine the present value of future payments. It is

then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement

date.

Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable

costs include changes in indexation and are expensed in the period incurred.

Accounts Receivable

The Company carries the accounts receivable at original invoiced amount less an allowance for any potential

uncollectible amounts. Receivables are presented on a gross basis and are not netted against the payments we

are required to make to advertising inventory publishers.

The Company applies Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on

Financial Instruments, which requires the measurement and recognition of expected credit losses for financial

assets held at amortized cost that an entity does not expect to collect over the asset's contractual life, considering

past events, current conditions, and reasonable and supportable forecasts of future economic conditions.

For accounts receivable measured at amortized cost, the Company uses aging analysis, and probability of default

methods to evaluating and estimating the expected credit losses. A receivable is considered past due if we have

not received payments based on agreed-upon terms.

Allowances for credit losses on trade receivables are recorded in “Sales and operations expenses” in the

Consolidated Statements of Income. The Company generally does not require any security or collateral to support

its receivables.

Derivative financial instruments

The Company buys and sells derivative financial instruments in order to manage and reduce exposure to the risk

of exchange rate fluctuations. The Company only deals with major financial institutions. Financial instruments may

only be classified as hedges when we can demonstrate and document the effectiveness of the hedging

relationship at inception and throughout the life of the hedge. Generally, derivatives are not designated as hedging

instruments and mainly consist of forward buying contracts that are use to hedge intercompany transactions and

other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

F-14

The Company recognizes gains and losses on these contracts, as well as the related costs in the financial income

(expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

The cash impact of the settlement of hedging derivatives in cash from (used for) financing activities is reported in

the Consolidated Statements of Cash Flows. This results in the cash flows from derivative instruments to be

classified in the same category as the underlying cash flows.

Derivative instruments are considered level 2 financial instruments as they are measured using valuation

techniques based on observable market data.

Fair value measurements

Fair value is defined as the market price that would be received from selling an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date. To determine the fair value

measurements for assets and liabilities which are required to be recorded at fair value, observable inputs are

given preference over unobservable inputs. Fair value measurements are based on the following hierarchy, which

prioritizes the inputs used to measure fair value into three levels:

•Level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities

•Level 2: fair value calculated using valuation techniques based on observable market data such as prices

of similar assets and liabilities or parameters quoted in an active market

•Level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs

such as prices in an active market or a valuation based on multiples for unlisted companies.

Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents are comprised of cash on deposit with banks, money market funds and other highly

liquid investments such as demand deposits with banks for which the carrying value approximates fair value due

to their short-term nature. Cash equivalents include short-term, highly liquid investments, with a remaining

maturity at the date of purchase of three months or less, or with a maturity of more than three months that can be

early withdrawn without significant penalty or foregoing of interest, for which the risk of changes in value is

considered to be insignificant.

We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the

cash equivalents definition. We classify marketable securities as either available-for-sale or held-to-maturity

investments, depending on whether we have the positive intent and ability to hold the term deposits to maturity.

Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of

taxes, included in accumulated other comprehensive income (loss) in stockholders' equity.

Our held-to-maturity investments are carried at amortized cost, and are subject to impairment assessments.

Interest income generated from held-to-maturity investments is recorded as financial income.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist

primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash, cash

equivalents and marketable securities are held and foreign exchange contracts are transacted with major financial

institutions that the Company's management has assessed to be of high credit quality. The Company has not

experienced any losses in such accounts.

The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and

monitoring agencies' and advertisers' accounts receivable balances. During the years ended December 31, 2024,

2023 and 2022, no individual customer represented 10% or more of revenue.

Employee Benefits

Depending on the laws and practices of the countries in which we operate, employees may be entitled to

compensation when they retire or to a pension following their retirement. For state-managed plans and other

defined contribution plans, we recognize them as expenses when they become payable, our commitment being

limited to our contributions.

F-15

The liability with respect to defined benefit plans is estimated using the following main assumptions:

•discount rate;

•future salary increases;

•employee turnover; and

•mortality tables.

Service costs are recognized in profit or loss and are allocated by function.

Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the

income statement over a specified period, which is generally the expected average remaining service period of

the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial

assumptions or experience adjustments (differences between the previous actuarial assumptions and what has

actually occurred).

Contingencies

We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that

arise in the ordinary course of business. Certain of these matters might include speculative claims for substantial

or indeterminate amounts of damages. With respect to these matters, asserted and unasserted, we evaluate the

associated developments on a regular basis and accrue a liability when we believe that it is both probable that a

loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable

possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the

possible loss in the accompanying notes to the consolidated financial statements to the extent material. We

review the developments in our contingencies that could affect the amount of the provisions that have been

previously recorded, and the matters and related reasonably possible losses disclosed.

F-16

Revenue Recognition

We sell personalized digital display advertisements featuring product-level recommendations either directly to

clients or to advertising agencies. We also provide technology to retailers and other companies in the ad-tech

industry which enables them to monetize on their advertising properties, or connect them to other players in the

ad-tech industry.

Revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount

that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine

revenue recognition by applying the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract;

•Recognition of revenue when, or as, we satisfy a performance obligations.

We recognize revenues when we transfer control of promised services directly to our clients in an amount that

reflects the consideration to which we expect to be entitled to in exchange for those services. Our pricing models

include click and impression based pricing, and percentage of spend based pricing.

Click and impression based pricing model

For campaigns priced on a click or an impression basis,  we bill our clients when a user clicks on an

advertisement or an advertisement is displayed to a user. For these pricing models, we recognize revenue when a

user clicks on an advertisement or an advertisement is displayed, as we consider the delivery of clicks or displays

our performance obligation.

Percentage of spend model

Criteo offers an online trading platform through which brands, agencies, retailers, and supplier can buy and sell

digital advertising inventory. Our platform connects sellers and buyers of media inventory in an online marketplace

where suppliers provide advertising inventory to the platform and brands and agencies can submit bid requests on 

digital advertising inventory. The total volume of spending between buyers and sellers on the Company's platform

is referred to as working media spend. We charge a fee based on a percentage of working media spend, for the

use of our platform. We recognize revenues when customers buy and sell digital advertising inventory through our

platform.We also generate revenue through providing additional professional services to our customers, such as

billing and administrative services, campaign management, and other transactional services. For performance

obligations satisfied over time, we recognize revenue based on a percentage of completion model measured by

the outputs transferred to the customer.

Principal versus Agent Considerations

When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising

inventory, we assess whether we act as principal or agent in the arrangement based on the degree we control the

specified services before they are transferred to the customer. To determine whether we are acting as a principal

or an agent we assess whether (i) we control the advertising inventory before it is transferred to our clients; (ii) we

bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full

discretion in establishing prices. If we determine that we control the service before transferring it to the customer,

we conclude we act as principal  and accordingly report the revenue earned and related costs incurred on a gross

basis. For all other contracts where we do not control the service before transferring to the end customer, we act

as an agent and accordingly report the revenue net of related costs incurred. The determination of whether we are

acting as principal or agent requires judgment.

In our Performance Media segment, we may act as principal or agent depending on the nature of the contract. In

our Retail Media segment we act primarily as agent in our Retail Media segment

Rebates and Incentives

Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed incentives

may represent payments to a customer directly related to entering into an agreement, which are capitalized and

amortized over the expected life of the agreement on a straight-line basis.

F-17

Variable rebates and incentives are calculated based on expected amount to be provided to customers and they

are recognized as a reduction of revenue. We calculate these amounts based upon estimated customer

performance, such as volume thresholds, and the terms of the related business agreements.

Contract Assets and Liabilities

We record contract liabilities when cash payments are received or due in advance of our performance. Our

payment terms vary depending on the service or the type of customer. For certain customers, we require payment

before the services are delivered..We record contract assets when we do not yet have unconditional rights to

payment. Contract assets and liabilities are presented on a net basis at the contract level.

Practical Expedients

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected

length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the

right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one

year or less. These costs are recorded within sales and operating expenses.

Cost of Revenue

Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue.

Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred

to generate our revenues, primarily for the Performance Media segment. We purchase impressions directly from

publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a

publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our

Consolidated Statements of Financial Position as trade payables. 

Other Cost of Revenue includes expenses related to depreciation of data center equipment, lease cost of data

centers, cost of data purchased from third parties, digital taxes, and third-party hosting fees. The Company does

not build or operate its own data centers and none of its Research and Development employments are dedicated

to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of

revenue.

Operating Expenses

The Company categorizes its operating expenses into three functional categories: research and development,

sales and operations, and general and administrative expenses.

Research and development expenses consist primarily of headcount-related expenses for our employees

working in the engine, platform, site reliability engineering, scalability, infrastructure, engineering program

management, product, analytics and other teams, including salaries, bonuses, share-based compensation and

other personnel related costs. Also included are non-personnel costs such as subcontracting, consulting and

professional fees to third-party development resources, allocated overhead, including internal IT and depreciation

and amortization costs. These expenses are partially offset by the French research tax credit (CIR) that is

conditional upon the level of our expenditures in research and development. The CIR offsets the income tax to be

paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is

calculated based on the claimed volume of eligible R&D expenditures. It is deducted from "Research and

development expenses" in the Consolidated Statements of Income. As of December 31, 2024, 2023, and 2022,

we recorded $7.2 million, $9.5 million, and $14.7 million of CIR tax credits against these expenses.

Sales and operations expenses consist primarily of headcount-related expenses for our employees working in

our sales, account strategy, sales operations, publisher business development, analytics, marketing, technical

solutions, creative services and other teams, including salaries, bonuses, share-based compensation, and other

personnel-related costs. Additional expenses in this category include travel and entertainment, marketing and

promotional events, marketing activities, provisions for doubtful accounts, subcontracting, consulting and

professional fees paid to third parties, allocated overhead, including internal IT costs.

F-18

General and administrative expenses consist primarily of headcount-related expenses, including salaries,

bonuses, share-based compensation, pension benefits and other personnel-related costs for our administrative,

legal, information technology, human resources, facilities and finance teams. Additional expenses included in this

category include travel-related expenses, subcontracting and professional fees, audit fees, tax services and legal

fees, as well as insurance and other corporate expenses, along with allocated overhead, including internal IT

costs.

Advertising and Promotional Expenses

Advertising costs are expensed when incurred and are included in marketing and sales expenses on the

consolidated statements of income. We incurred advertising expenses of $1.9 million, $1.7 million, and

$7.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Share-Based Compensation

Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance

stock units (PSUs) expense and Lock Up Shares "LUS" expense. RSUs and PSUs granted to employees are

measured based on the grant-date fair value. The PSUs expense is updated to reflect the Company’s expectation

of the likelihood of meeting the performance conditions of the granted instrument. In general, our RSUs and PSUs

vest over a service period of four years. LUS were issued to Iponweb seller as partial consideration for the

Iponweb Acquisition. Share-based compensation expense is generally recognized based on the straight-line basis

over the requisite service period. We account for forfeitures as they occur.

Financial and Other Income (Expense)

Financial and other income (expense) consists of investment gains and losses, foreign currency exchange

differences, and interest income and expenses.

Income Taxes

Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded

on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax

losses, using the liability method. Differences are defined as temporary when they are expected to reverse within

a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the

projected taxable incomes within the next three years, we determine that it is probable that future taxable profit

will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement

of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not

expected to be realized. If future taxable profits are considerably different from those forecasted that support

recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets,

which would have an impact on our financial results. Tax assets and liabilities are not discounted. Amounts

recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the

consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized

in the period that such tax rate changes are enacted.

The U.S. Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S.

Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net

operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope

of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for

purposes of the U.S. Research Tax Credit. 

Uncertain Tax Positions

We record uncertain tax positions on the basis of a two-step process in which determinations are made (i)

whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the

position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the

largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with a tax

authority.  We recognize interest and penalties related to unrecognized tax benefits on the income tax expense

line in our consolidated statement of operations. Accrued interest and penalties are included on the related tax

liability line in the consolidated balance sheet. 

F-19

Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing the net income attributable to shareholders of the

Parent by the weighted average number of shares outstanding. The weighted average number of shares

outstanding is calculated according to movements in share capital. In addition, we calculate diluted earnings per

share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted

average number of shares outstanding plus any potentially dilutive shares not yet issued. When the statement of

income presents a loss position, basic net loss is the same as diluted net loss per share as the inclusion of all

potential shares of common stock outstanding would be anti-dilutive.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

In 2024, the Company changed the presentation of value-added tax ("VAT") receivables and payables within

Other taxes in the Consolidated Statement of Financial Position from a gross to a net presentation. VAT

receivables are netted with VAT payables within the same jurisdiction when there is a legal right to offset and the

Company has the intent to settle on a net basis. For the fiscal year ended December 31, 2023, this change

resulted in a reclassification of $40.4 million between Other Taxes Receivables and Other Taxes Payable. The

reclassification had no impact on net income, comprehensive income, or shareholders’ equity.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) Issued Accounting Standards Update

("ASU") 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The ASU

requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided

to the CODM.  The adoption of this ASU did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the

transparency of income tax disclosures. The standard requires disaggregated information about a reporting

entity's effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective

for annual periods beginning after December 15, 2024. We do not expect the adoption of this standard to have a

material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—

Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses.

This standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

We do not expect the adoption of this standard to have a material impact on our consolidated financial

statements.

F-20

Note 2. Business Combinations

Brandcrush

On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Pty Ltd.

("Brandcrush"). The purchase price for the acquisition of shares was $7.1 million. The acquisition was financed by

available cash resources. The transaction has been accounted for as a business combination under the acquisition

method of accounting. The purchase price allocation has been completed and resulted in the recognition of intangible

assets related to technology of $3.5 million and goodwill of $5.0 million. In addition, acquisition costs amounting to

$0.7 million were fully expensed as incurred.

Note 3. Restructuring

2024 Restructuring

In April 2024, we implemented several measures to pursue greater efficiency, including planned layoffs to further reduce

our company size by approximately 100 employees ("2024 Restructuring Plan"). Impacted employees in our sales,

technology, and business groups were notified during April 2024 to July 2024. As of December 31, 2024, we have

completed these employee layoffs. The Company incurred restructuring costs of $8.5 million for the year ended December

31, 2024. The following table summarizes those restructuring activities as of December 31, 2024 included in other current

liabilities on the balance sheet:

	Salaries and other benefits
	(in thousands)
Restructuring liability as of January 1, 2024	$—
Restructuring charge	8,478
Amounts paid	(8,165)
Restructuring liability as of December 31, 2024	$313

For the year ended December 31, 2024 $1.9 million was included in Research and Development expenses, $5.0 million

was included in General and Administrative expenses and $1.6 million was included in Sales and Operations expenses.

2023 Restructuring

In February 2023, we announced planned layoffs to reduce our company size by approximately 250 employees across the

Retail Media and Performance Media segments ("2023 Restructuring Plan"). Impacted employees in our sales,

technology, and business groups were notified during February 2023 and March 2023. As of December 31, 2023, we have

completed these employee layoffs. The Company incurred restructuring costs of $23.0 million for the year ended

December 31, 2023. The following table summarizes restructuring activities as of December 31, 2023 included in other

current liabilities on the balance sheet:

F-21

	Salaries and other benefits
	(in thousands)
Restructuring liability as of January 1, 2023	$—
Restructuring charge	22,963
Amounts paid	(18,591)
Restructuring liability as of December 31, 2023	$4,372

For the year ended December 31,2023 $3.5 million, was included in Research and Development expenses, $5.6 million,

was included in General and Administrative expenses $13.9 million was included in Sales and Operations expenses.

The restructuring liability for the 2023 Restructuring Plan was fully paid in the year ended December 31, 2024.

Note 4. Segment information

The Company reports segment information based on the management approach. The management approach designates

the internal reporting used by management for making decisions and assessing performance as the source of the

Company's reportable segments. Beginning in the first quarter of 2024, the Company reports its results of operations

through the following two segments: Retail Media and Performance Media.

–Retail Media: This segment allows retailers to generate advertising revenues from consumer brands, and/or to

drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own

digital property or on the open Internet, that address multiple marketing goals. 

–Performance Media: This segment encompasses commerce activation, monetization, and AdTech services

including our media trading marketplace.

The Company's CODM allocates resources to and assesses the performance of each operating segment using

information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus

other costs of revenue The CODM only reviews revenues and corresponding TAC for each segment, and does not

regularly review any other expense nor financial information for our two segments.

The following table shows revenue by reportable segment:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Retail Media	$258,303	$209,007	$202,317
Performance Media	1,674,986	1,740,438	1,814,686
Total Revenue	$1,933,289	$1,949,445	$2,017,003

F-22

The following table shows TAC by reportable segment:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Retail Media	$4,457	$5,547	$40,957
Performance Media	807,349	921,292	1,047,822
Total Traffic Acquisition Cost	$811,806	$926,839	$1,088,779

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s

Consolidated Statements of Operation:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Contribution ex-TAC
Retail Media	$253,846	$203,460	$161,360
Performance Media	867,637	819,146	766,864
	$1,121,483	$1,022,606	$928,224
Other costs of sales	138,512	159,562	133,024
Gross profit	$982,971	$863,044	$795,200
Operating expenses
Research and development expenses	279,341	242,289	187,596
Sales and operations expenses	376,090	406,012	377,996
General and administrative expenses	176,138	137,525	205,330
Total Operating expenses	$831,569	$785,826	$770,922
Income from operations	$151,402	$77,218	$24,278
Financial and Other Income (Expense)	3,095	(2,490)	17,783
Income before tax	$154,497	$74,728	$42,061

F-23

Note 5. Cash, Cash Equivalents, Marketable Securities and Restricted Cash

Fair value measurements

The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of

input within the fair value hierarchy:

	Year Ended December 31,
	2024	2023
Cash and Cash Equivalents	(in thousands)
Level 1
Cash	$251,452	$285,518
Money market funds	12,479	11,054
Level 2
Term deposits and notes	26,762	39,769
Total	$290,693	$336,341

Marketable Securities

The following table presents for each reporting period, the breakdown of marketable securities:

	Year Ended December 31,
	2024	2023
	(in thousands)
Securities Held-to-maturity
Term Deposits	$41,826	$22,545
Total	$41,826	$22,545

The gross unrealized gains or (loss) on our marketable securities were not material as of December 31, 2024 , 2023 and

2022.

For our marketable securities, the fair value approximates the carrying amount, given the nature of the term deposit and

the maturity of the expected cash flows.

The following table classifies our marketable securities by contractual maturities:

	Held-to-maturity
	December 31, 2024
	(in thousands)
Due in one year	$26,242
From one to five years	15,584
Total	$41,826

F-24

Restricted Cash

As part of the Iponweb Acquisition in August 2022, the Company had $100.0 million of restricted cash related to an escrow

account held for the potential payment of the Iponweb Acquisition contingent consideration to the Sellers, which was

subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. During

the years 2024 and 2023, the Company paid contingent consideration of $54.6 million and $22.0 million, respectively. The

balance of $20.4 million was released from escrow and is classified as Cash and Cash Equivalents in the Consolidated

Statements of Financial Position as of December 31, 2024.

	December 31, 2024	December 31, 2023
	(in thousands)
Restricted cash – current	$250	$75,000
Total	$250	$75,000

F-25

Note 6. Trade Receivables

The following table shows the breakdown in trade receivables net carrying value for the presented periods:

	Year Ended December 31,
	2024	2023
	(in thousands)
Trade accounts receivables	$829,462	$818,937
(Less) Allowance for doubtful accounts	(28,603)	(43,348)
Net carrying value at end of period	$800,859	$775,589

Changes in allowance for doubtful accounts are summarized below:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Balance at beginning of period	$(43,348)	$(47,792)	$(45,391)
Provision for doubtful accounts	(12,910)	(15,709)	(18,641)
Write-offs, net of recoveries	26,695	21,027	19,370
Increase due to acquisition	—	—	(4,733)
Currency translation adjustment	960	(874)	1,603
Balance at end of period	$(28,603)	$(43,348)	$(47,792)

Accounts receivable balances are written-off once the receivables are no longer deemed collectible.

During the years ended December 31, 2024, 2023 and 2022, the Company recovered $7.6 million, $1.4 million and

$3.2 million, previously reserved for, and accounted for this as a reversal of provision.

Note 7. Other Current and Noncurrent Assets

The following table shows the breakdown in other current assets:

	Year Ended December 31,
	2024	2023
	(in thousands)
Prepaid expenses	$29,582	$32,858
Prepayments to suppliers	10,997	7,499
Other current assets	10,058	7,934
Total	$50,637	$48,291

Prepaid expenses mainly consist of costs related to SaaS arrangements and licenses.

Other noncurrent assets for 2024 and 2023 of $61.2 million and $60.7 million are primarily comprised of the

indemnification asset of $50.0 million recorded against certain tax liabilities related to the Iponweb Acquisition.

F-26

Note 8. Property and Equipment, Net

Major classes of property and equipment were as follows:

	Year Ended December 31,
	2024	2023
	(in thousands)
Computer equipment	$282,703	$299,012
Furniture and fixtures	5,419	9,254
Construction in progress (1)	876	46,576
Leasehold improvements	20,728	17,738
Gross book value at end of period	309,726	372,580
Less: Accumulated depreciation	(202,504)	(246,086)
Net book value at end of period	$107,222	$126,494

(1) includes leasehold improvements projects which are not yet ready for the intended use.

Depreciation expense for 2024, 2023 and 2022 was $41.1 million, $51.4 million and $55.6 million, respectively.

Note 9. Intangible assets

The following table shows the breakdown and changes in carrying value of intangible assets:

	December 31, 2024				December 31, 2023
	Gross Carrying Amount	Accumulated Amortization	Impairment	Net Carrying Amount	Gross Carrying Amount	Accumulated Amortization	Net Carrying Amount
Internally developed software	$125,831	$(81,034)	$(1,047)	$43,750	$89,891	$(68,474)	$21,417
Acquired technology	150,199	(106,914)	(2,742)	40,543	161,492	(89,819)	71,673
Acquired customer relationships	97,802	(84,735)	—	13,067	99,241	(76,079)	23,162
Internally developed software in progress	62,923	—	(1,899)	61,024	64,636	—	64,636
Total intangible assets	$436,755	$(272,683)	$(5,688)	$158,384	$415,260	$(234,372)	$180,888

Additions to Intangible Assets are comprised of internally developed software technology for the years ended December

31, 2024 and 2023. Impairment expense of $5.7 million has been recognized for the year ended December 31, 2024 in

Research and Development Expense in the Consolidated Statement of Operations. No material impairment expense was

recognized during the years ended December 31, 2023 and 2022.

Amortization expense was $60.0 million, $48.3 million and  $33.4 million for the year ended December 31, 2024, 2023 and

2022, respectively.

As of December 31, 2024, expected amortization expense for intangible assets for the next five years and thereafter is as

follows:

F-27

	Software	Technology and customer relationships	Total
2025	$34,838	$33,179	$68,017
2026	36,959	15,581	52,540
2027	22,805	1,791	24,596
2028	10,172	1,184	11,356
2029	1	750	751
Thereafter	—	1,127	1,127
Total	$104,775	$53,612	$158,387

F-28

Note 10. Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows:

	Retail Media	Performance Media	Total
	(in thousands)
Balance at January 1, 2023	$143,680	$371,460	$515,140
Acquisitions	5,021	—	5,021
Disposal of goodwill	—	(597)	(597)
Currency translation adjustment	978	3,655	4,633
Impairment expense	—	—	—
Balance at December 31, 2023	$149,679	$374,518	$524,197
Acquisitions	—	—	—
Disposal of goodwill	—	—	—
Currency translation adjustment	(4,718)	(4,291)	(9,009)
Impairment expense	—	—	—
Balance at December 31, 2024	$144,961	$370,227	$515,188

On February 28, 2023, we completed the acquisition of Brandcrush resulting in goodwill of $5.0 million. Refer to Note 2 for

further discussion.

In 2024, the Company voluntarily changed its goodwill annual impairment test date from December 31 to October 1, as it

results in better alignment with the Company’s strategic business planning. The voluntary change in accounting principle

related to the annual test date did not delay, accelerate or avoid an impairment charge. Retrospective application of this

accounting change to prior periods is impracticable as the Company is unable to objectively determine, without the use of

hindsight, the significant assumptions and estimates that would be used in those earlier periods. Accordingly, the change

is applied prospectively. We conducted our goodwill and indefinite-lived intangible asset impairment testing as of October

1, 2024 and no impairment has been identified.

Note 11. Financial Liabilities

We are party to  several revolving credit facilities with third-party financial institutions. Our revolving credit facilities as of

December 31, 2024 and 2023 are presented in the table below:

	Nominal/ Authorized amounts	Amount Outstanding as of December 31, 2024	Amount Outstanding  as of December 31, 2023
Nature	(in thousands)			Interest rate	Maturity date
Bank Syndicate RCF - September 2022	€407,000	€407,000	€407,000	Floating rate: EURIBOR / SOFR + margin depending on leverage ratio	September 2027
Other short-term lines of credit	€21,500	€21,500	€21,500	EURIBOR

F-29

The Bank Syndicate Revolving Line of Credit is unsecured and contains customary events of default and covenants,

including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional

indebtedness. As of year-end December 31, 2024, and 2023, we were in compliance with the required covenants. On

November 17, 2023, we updated certain terms of our syndicated credit facility to a €407 million ($423 million)

sustainability-linked credit facility. Certain terms and conditions of the amended credit facility are now linked to our

sustainability goals to increase the representation of women in tech roles and reduce our GHG emissions, while the rest of

the credit facility agreement remains unchanged.

As of December 31, 2024, and 2023, no amounts have been drawn or are outstanding under the revolving credit facility.

We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP Paribas and LCL with an

authorization to draw up to a maximum of €21.5 million ($22.3 million) in the aggregate under the short-term credit lines

and overdraft facilities. As of December 31, 2024, and 2023 we had not drawn on any of these facilities. Any loans or

overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR

rate. As these facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to terminate

such facilities on short notice.

The Company also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange

rate fluctuations. The following table shows the maturity of our financial liabilities:

	Carrying value	2025	2026	2027	2028	2029
	(in thousands)
Other financial liabilities	$565	$268	$297	$—	$—	$—
Financial derivatives	3,057	3,057	—	—	—	—
Total Financial liabilities	$3,622	$3,325	$297	$—	$—	$—

F-30

Note 12. Leases

The Company has entered into operating lease agreements primarily for data centers and offices throughout the world with

lease periods expiring between 2025 and 2036. The components of lease expense are as follows:

Year Ended December 31,
	2024	2023	2022
(in thousands)
Lease expense	$39,361	$36,637	$33,284
Short term lease expense	950	678	681
Variable lease expense	1,697	877	458
Sublease income	(1,398)	(921)	(883)
Total operating lease expense	$40,610	$37,271	$33,540

As of December 31, 2024, we had future minimum lease payments as follows:

	Total
(in thousands)
2025	$30,079
2026	24,374
2027	19,591
2028	14,998
2029	9,665
Thereafter	15,408
Total minimum lease payments	114,115
Impact of Discount Rate	(10,719)
Total Lease Liability	$103,396

The weighted average remaining lease term and discount rates as of December 31, 2024 and 2023 are as follows:

	Year Ended December 31,
	2024	2023
Weighted average remaining lease term (years)	5.0	4.6
Weighted average discount rate	2.7%	2.0%

Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2024, 2023

and 2022:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities :
Cash flow for operating activities	$(39,342)	$(38,059)	$(34,964)
Right of use assets obtained in exchange for new operating lease liabilities	$28,899	$28,696	$22,728

F-31

As of December 31, 2024, we have additional operating leases, that have not yet commenced which will result in additional

operating lease liabilities and right of use assets:

		Total
	(in thousands)
Additional operating lease liabilities		$9,283
Additional right of use assets		$9,283

These operating leases will commence during the fiscal year ending December 31, 2025.

Note 13. Other Current and Noncurrent Liabilities

Other current liabilities are presented in the following table:

 

	Year Ended December 31,
	2024	2023
	(in thousands)
Rebates	$31,989	$23,315
Customer prepayments and deferred revenue	9,636	25,924
Accounts payable relating to capital expenditures	6,436	2,319
Other creditors	1,758	3,346
Earn out liability - current	—	49,648
Total	$49,819	$104,552

Other noncurrent liabilities are presented in the following table:

	Year Ended December 31,
	2024	2023
	(in thousands)
Uncertain tax positions	$18,884	$16,785
Other	1,272	2,297
Total	$20,156	$19,082

Earn out liability

As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of $100.0 million,

which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal

years. The earn out liability was fully settled during the year 2024.

Note 14. Employee Benefits

Defined Benefit Postretirement Plans

According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on

retirement, equal to up to twelve months of their salary based on term of employment.

The following table summarizes the changes in the accumulated postretirement benefit obligation:

F-32

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Accumulated postretirement benefit obligation - beginning of period	$4,123	$3,708	$5,531
Service cost	687	707	1,756
Interest cost	158	161	73
Curtailment	(192)	(306)	—
Actuarial losses (gains)	216	(290)	(3,311)
Currency translation adjustment	(283)	143	(341)
Accumulated postretirement benefit obligation - end of period	$4,709	$4,123	$3,708

The Company does not hold any plan assets for any of the periods presented.

The main assumptions used for the purposes of the actuarial valuations are listed below:

	Year Ended December 31,
	2024	2023	2022
Discount rate (Corp AA)	3.9%	3.9%	4.3%
Expected rate of salary increase	7.0%	7.0%	5.0%
Expected rate of social charges	49.0%	48.0%	48.0%
Expected staff turnover	—% - 18.6%	—% - 18.6%	0.0% - 17.8%
Estimated retirement age	65 years old	Progressive table	Progressive table
Life table	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted	TH-TF 2000-2002 shifted

Defined Contribution Plans

The total expense represents contributions payable to these plans by us at specified rates.

In some countries, the Company’s employees are eligible for defined contribution post-retirement plans and similar

financial benefits. Under defined contribution plans, the Company has no obligation other than to pay the agreed

contributions, with the corresponding expense charged to income for the year. The defined contribution plans primarily

related to France, the U.S., for 401(k) plans, and the United Kingdom.

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Defined contributions plans included in personnel expenses	$(19,062)	$(18,342)	$(17,111)

F-33

Note 15. Common shares and Treasury stock

Change in Number of Shares

	Number of ordinary shares
Balance at January 1, 2023	57,263,624
of which Common shares	63,248,728
of which Treasury stock	(5,985,104)
Issuance of shares under share option and free share plans (1)	(2,083,065)
Treasury Shares Issued for RSU Vesting	1,679,674
Treasury Shares Issued for LUS Vesting	1,006,482
Treasury Shares Retired (1)	2,185,000
Share repurchase program	(4,286,624)
Balance at December 31, 2023	55,765,091
of which Common shares	61,165,663
of which Treasury stock	(5,400,572)
Issuance of shares under share option and free share plans (2)	(3,420,824)
Treasury Shares Issued for RSU Vesting	2,366,158
Treasury Shares Issued for LUS Vesting	1,953,761
Treasury Shares Retired (2)	3,590,000
Share repurchase program	(5,976,764)
Balance at December 31, 2024	54,277,422
of which Common shares	57,744,839
of which Treasury stock	(3,467,417)

(1) Adopted by the Board of Directors on December 7, 2023

(2) Adopted by the Board of Directors on April 25, 2024 and December 5, 2024

Note 16. Share-Based Compensation

Equity awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows: 

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Research and Development	$(54,027)	$(54,794)	$(36,514)
Sales and Operations	(21,457)	(20,011)	(14,200)
General and Administrative	(27,133)	(22,380)	(14,320)
Total equity awards compensation expense	(102,617)	(97,185)	(65,034)
Tax benefit from equity awards compensation expense	10,086	7,864	5,423
Total equity awards compensation expense, net of tax effect	$(92,531)	$(89,321)	$(59,611)

For the periods ended December 31, 2024 and 2023, the Company recognized $102.6 million and $97.2 million,

respectively, of equity awards compensation expense, which consisted of share-based compensation expense, net of $4.0

million capitalized stock-based compensation relating to internally developed software in 2024.

F-34

The breakdown of the equity award compensation expense by instrument type was as follows:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Share options	$(46)	$(90)	$(97)
Lock-up shares	(34,013)	(33,224)	(18,049)
Restricted stock units / Performance stock units	(66,736)	(61,949)	(45,025)
Nonemployee warrants	(1,822)	(1,922)	(1,863)
Total equity awards compensation expense	(102,617)	(97,185)	(65,034)
Tax benefit from equity awards compensation expense	10,086	7,864	5,423
Total equity awards compensation expense, net of tax effect	$(92,531)	$(89,321)	$(59,611)

Share Options

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s

continued service through the vesting date and expire no later than 10 years from the date of grant.

	Options Outstanding
	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding - December 31, 2023	319,238	$24.16	4.2	$1,622.7
Options granted	—
Options exercised	(83,518)
Options forfeited	(9,639)
Options canceled	—
Options expired	(7,400)
Outstanding - December 31, 2024	218,681	$20.49	4.5	$4,340.6
Vested and exercisable - December 31, 2024	218,681

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value

of common stock on the date of exercise. The aggregate intrinsic value of the share options exercised was $0.8 million,

$0.2 million and $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. No new stock options

were granted in the year ending December 31, 2024 and December 31, 2023. As of December 31, 2024, there was no

remaining unrecognized stock-based compensation related to unvested stock options.

Lock-up shares

On August 1, 2022, 2,960,243 treasury shares were transferred to the Iponweb Founder (referred to as Lock-up Shares or

"LUS"), as partial consideration for the Iponweb Acquisition. These shares were subject to a lock-up period that expired in

three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changed

or the Iponweb Founder's employment agreement was terminated under certain circumstances during the duration of the

lock-up period. These shares were considered as share-based compensation under ASC 718 and were accounted over the

three-year lock-up period. The share based compensation expense is included in Research and Development expenses on

the Consolidated Statement of Income.

F-35

The shares were valued based on the Nasdaq weighted average share price. In 2024, the Iponweb Founder's employment

agreement was terminated, resulting in the early expiration of the three years lock-up period.

	Shares	Weighted- Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023	1,953,761
Granted	—
Vested	(1,953,761)
Forfeited	—
Outstanding as of December 31, 2024	—	$23.73

Total compensation expense in 2024 of $34.0 million was recognized in Research and Development expense in the

Consolidated Statement of Income. This includes an additional share-based compensation expense of $13.3 million due to

the repurchase of 640,000 shares in the third quarter ended September 30, 2024, for approximately $30.0 million, as part

of our share buy-back program. As of December 31, 2024, the Company had no unrecognized stock-based compensation

relating to the lock-up shares.

Restricted Stock Units and Performance Stock Units

During the year ended December 31, 2024, the Company granted new equity under our current equity compensation

plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total

shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives.

Restricted Stock Units

Restricted stock units generally vest over four years, subject to the holder’s continued service and/or certain performance

conditions through the vesting date. The grant date fair value is determined by the Company Nasdaq share price the day

prior to the grant.

	Shares (RSU)	Weighted- Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023	5,293,263
Granted	1,613,008
Vested	(2,129,087)
Forfeited	(354,750)
Outstanding as of December 31, 2024	4,422,434	$34.45

The RSUs are subject to a vesting period of four years, over which the expense is recognized on a straight-line basis. A

total of 1,613,008 shares have been granted under this plan in the year 2024, with a weighted-average grant-date fair value

of $41.88.

As of December 31, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of

approximately $77.9 million, which is expected to be recognized over a weighted-average period of 3.2 years.

Performance Stock Units

Performance stock units are subject to either a performance condition or a market condition.

F-36

Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured

by Contribution ex-TAC.

A total of 568,081 shares have been granted at target under two plans with a vesting period of three years. The target

shares are subject to a range of vesting from 0% to 200% based on the performance of internal financial metrics, for a

maximum number of shares of 1,136,162. The grant-date fair value is determined based on the fair-value of the shares at

the grant date. The weighted average grant-date fair value of those plans is $33.07 per share for a total fair value of

approximately $18.8 million, to be expensed on a straight-line basis over the respective vesting period. The number of

shares granted, vesting and outstanding subject to performance conditions is as follows:

	Shares (PSU)	Weighted- Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023	660,395
Granted	568,081
Performance share adjustment	64,152
Vested	(240,509)
Forfeited	(216,111)
Outstanding as of December 31, 2024	836,008	$33.47

As of December 31, 2024, the Company had unrecognized stock-based compensation related to performance stock units

of approximately $11.3 million, which is expected to be recognized over a weighted-average period of 2.9 years.

Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the

Nasdaq Composite Index, and certain other vesting conditions. A total of 268,226 shares have been granted at target under

this plan, to be earned in two equal tranches over a term of two and three years, respectively. The target shares are subject

to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of 536,452.

The grant-date fair value is approximately $13.8 million, to be expensed on a straight-line basis over the respective vesting

period.

The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:

Expected volatility of the Company	42.73%
Expected volatility of the benchmark	71.18%
Risk-free rate	4.27%
Expected dividend yield	—%

The number of shares granted, vested and outstanding subject to market conditions is as follows:

	Shares (TSR)	Weighted- Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023	—	—
Granted	268,226	—
Vested	—	—
Forfeited	(9,088)	—
Outstanding as of December 31, 2024	259,138	$51.28

As of December 31, 2024, the Company had unrecognized stock-based compensation related to performance stock units

based of market conditions of $8.7 million, which is expected to be recognized over a period from January 1, 2025 to

March 1, 2027.

F-37

Nonemployee warrants

Nonemployee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.

	Shares	Weighted- Average Grant date Fair Value Per Share	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Outstanding - December 31, 2023	244,457	$19.56	4.5	$2,635.1
Granted	—
Exercised	(84,560)
Cancelled	—
Expired	—
Outstanding - December 31, 2024	159,897	$18.31	3.6	$3,528.7
Vested and exercisable - December 31, 2024	159,897

The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the

fair market value of common stock on the date of exercise. The  aggregate intrinsic value of nonemployee warrants

exercised was $1.6 million, $0.3 million and $0.6 million for the years ended December 31, 2024, 2023 and 2022,

respectively. During the period ended December 31, 2024, the weighted-average exercise price of nonemployee warrants

is $28.53.

No new stock nonemployee warrants were granted in the year ending December 31, 2024 and December 31, 2023. As of

December 31, 2024, all instruments have fully vested.

F-38

Note 17. Financial and Other Income (Expense)

The Consolidated Statements of Income line item “Financial and Other income (expense)” can be broken down as follows:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Financial income from cash equivalents	$10,068	$4,678	$1,932
Interest and fees	(1,824)	(2,244)	(2,025)
Foreign exchange (loss) income	(3,534)	(7,553)	19,659
Discounting impact	(1,767)	(5,289)	(4,700)
Other financial income (expense)	152	7,918	2,917
Total financial and other income (expense)	$3,095	$(2,490)	$17,783

The $3.1 million financial and other income for the period ended December 31, 2024 was mainly driven by interests

income offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to

market, the accretion of earn-out liability related to the Iponweb acquisition and the financial expense relating to our

€407 million available Revolving Credit Facility ("RCF"). 

The $(2.5) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds

from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange,

including end of year non-cash marked to market, the accretion of earn-out liability related to Iponweb acquisition and

financial expense relating to our €407 million available RCF.

The $17.8 million financial and other income for the period ended December 31, 2022 was mainly driven by the positive

impact of foreign exchange derivatives entered-into to secure the cash consideration of the Iponweb acquisition. This was

partially offset by the $4.7 million accretion of earn-out liability related to Iponweb acquisition. Other impacts come from

the foreign exchange reevaluations net of related hedging of our operations, income from cash and cash equivalent, and

the financial expense relating to our €407 million available RCF up-front fees amortization and non-utilization costs.

F-39

Note 18. Income Taxes

Breakdown of Income Taxes

The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Current:
France	9,943	3,755	5,665
International	55,881	39,917	21,919
Current income tax provision	$65,824	$43,672	$27,584
Deferred:
France	(1,302)	634	5,868
International	(24,738)	(24,222)	(2,266)
Deferred income tax provision	$(26,040)	$(23,588)	$3,602
Provision for income taxes	$39,784	$20,084	$31,186

Income before taxes included income (loss) from France of $65.4 million, $38.3 million and $(4.2) million for the periods

ended 2024, 2023 and 2022 respectively. Income before taxes from countries outside of France totaled $89.1 million, $36.4

million and $46.2 million for the periods ended December 31, 2024, 2023 and 2022, respectively.

F-40

Reconciliation between the Effective and Nominal Tax Expense

The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French

rate of 25.8% (excluding additional contributions):

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Income before taxes	$154,497	$74,728	$42,061
Theoretical group tax-rates	25.8%	25.8%	25.8%
Nominal tax expense (benefit)	39,891	19,295	10,860
Increase / decrease in tax expense arising from:
French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”)	(1,809)	(2,376)	(2,901)
Shared-based Compensation	5,722	8,764	2,895
Non-tax deductible provision from loss contingency on regulatory matters (see Note 20)	—	(5,546)	16,971
Nondeductible Expenses	7,745	5,274	6,178
Non recognition of deferred tax assets	366	878	3,190
Utilization or recognition of previously unrecognized tax losses	(5,839)	(1,760)	(1,338)
French CVAE  (1)	1,237	1,593	1,635
Income eligible to reduced taxation rate (2)	(5,795)	(4,341)	(6,766)
Effect of different tax rates	292	(922)	201
Other differences	(2,026)	(775)	261
Provision for income taxes	$39,784	$20,084	$31,186
Effective tax rate	25.8%	26.9%	74.1%

Increases and decreases in tax expense are presented applying the theoretical group tax rate to the concerned tax bases.

The impact resulting from the differences between local tax rates and the group theoretical rate is shown in the “effect of

different tax rates.”

(1) French CVAE "cotisation sur la valeur ajoutée des entreprises" - is the business value add contribution tax in France

(2) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income

F-41

Deferred Tax Assets and Liabilities

The following table shows the changes in the major sources of deferred tax assets and liabilities:

	Year ended December 31, 2022	Change recognized in profit or loss	Change recognized in OCI	Other	Currency translation adjustments	Year ended December 31, 2023
	(in thousands)
Net deferred tax assets :
Net operating loss carryforwards	$21,450	$(3,420)	$—	$(1,038)	$742	$17,734
Shared-based Compensation	5,805	352	—	—	(90)	6,067
Bad debt allowance	5,192	2,079	—	62	56	7,389
Personnel-related accruals	8,419	1,512	—	—	27	9,958
Other accruals	3,978	(476)	—	—	(156)	3,346
Intangibles including capitalized R&D costs	5,344	19,004	—	(62)	54	24,340
Tax Credits	5,789	(1)	—	—	—	5,788
Other	3,345	3,315	(75)	(39)	223	6,769
Deferred Tax Assets	59,322	22,365	(75)	(1,077)	856	81,391
Valuation allowance	(31,139)	1,223	45	1,077	(1,000)	(29,794)
Deferred Tax Assets, net of valuation allowance	$28,183	$23,588	$(30)	$—	$(144)	$51,597

	Year ended December 31, 2023	Change recognized in profit or loss	Change recognized in OCI	Other	Currency translation adjustments	Year ended December 31, 2024
	(in thousands)
Net deferred tax assets :
Net operating loss carryforwards	$17,734	$(2,828)	$—	$—	$(576)	$14,330
Shared-based Compensation	6,067	6,087	—	99	75	12,328
Bad debt allowance	7,389	(2,184)	—	—	(171)	5,034
Personnel-related accruals	9,958	289	—	126	(269)	10,104
Other accruals	3,346	(276)	—	—	(362)	2,708
Intangibles including capitalized R&D costs	24,340	25,179	—	26	(249)	49,296
Tax Credits	5,788	130	—	—	(1)	5,917
Other	6,769	(1,623)	432	(126)	(609)	4,843
Deferred Tax Assets	81,391	24,774	432	125	(2,162)	104,560
Valuation allowance	(29,794)	1,266	(259)	(15)	1,181	(27,621)
Deferred Tax Assets, net of valuation allowance	$51,597	$26,040	$173	$110	$(981)	$76,939

F-42

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our

Consolidated Financial Statements. As of December 31, 2024, 2023 and 2022, the valuation allowance against net

deferred income taxes amounted to $27.6 million, $29.8 million and $31.1 million, which related mainly to Criteo Corp.

($5.9 million, $5.7 million and $5.7 million, respectively), Criteo Brazil ($— million, $2.7 million and $3.3 million,

respectively), Criteo Ltd ($9.3 million, $10.7 million and $8.1 million, respectively), Criteo Singapore ($— million,

$1.2 million and $1.5 million, respectively), Criteo Australia Pty ($2.9 million, $2.9 million and $2.6 million, respectively) 

and Criteo France ($8.7 million, $5.0 million and $6.5 million, respectively).

The Company mainly has net operating loss carryforwards in the U.S. for $26.3 million in various states, which begin to

expire in 2031 and net operating loss carryforwards in the United Kingdom for $35.4 million, which have no expiration date.

The company has $5.9 million of state R&D tax credits which can be carry-forward indefinitely.

Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the

ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could

result in the expiration of the net operating loss and tax credit carryforwards before their utilization.

As of December 31, 2024, we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We

intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to

such amounts.

Ongoing tax audits

As a multinational corporation, we are subject to regular review and audit by French, U.S. federal and state, and other

foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising

from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could

have an adverse impact on our tax rate.

Uncertain Tax Positions

The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended

December 31, 2024, 2023 and 2022:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Beginning balance of unrecognized tax benefits	$12,229	$13,315	$—
Increases (Decreases) related to current year tax positions	199	(1,086)	13,315
Ending balance of unrecognized tax benefits (excluding interest and penalties)	12,428	12,229	13,315
Interest and penalties associated with unrecognized tax benefits	5,589	4,556	4,665
Ending balance of unrecognized tax benefits (including interest and penalties)	$18,017	$16,785	$17,980

The total amount of gross unrecognized tax benefits, including related interest and penalties, was $18.0 million as of

December 31, 2024. All of the unrecognized tax benefits are considered noncurrent.

The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any

uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that

time. We believe that our estimate has adequately provided for these matters. However, our future results may include

adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate.

F-43

Pillar Two

In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules

defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with

consolidated revenue above €750 million. Numerous jurisdictions have enacted or are in the process of enacting legislation

to adopt a minimum effective tax rate. As of December 31, 2024, the adoption of Pillar Two resulted in an impact of

$3.0 million recognized in Provision for income taxes within the Consolidated Statement of Operations. The Company will

continue to assess the ongoing impact of Pillar Two as additional guidance becomes available.

Note 19. Earnings Per Share

Basic Earnings Per Share

We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent

by the weighted average number of shares outstanding.

	Year Ended December 31,
	2024	2023	2022
	(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.	$111,571	$53,259	$8,952
Weighted average number of shares outstanding (Note 15)	54,817,136	56,170,658	60,004,707
Basic earnings per share	$2.04	$0.95	$0.15

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the

weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based

compensation plans (see Note 15). There were no other potentially dilutive instruments outstanding as of December 31,

2024, 2023 and 2022. Consequently all potential dilutive effects from shares are considered.

For each period presented, a contract to issue a certain number of shares (i.e., share option, share warrant, or restricted

share award) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the

average market price).

	Year Ended December 31,
	2024	2023	2022
	(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.	$111,571	$53,259	$8,952
Weighted average number of shares outstanding of Criteo S.A.	54,817,136	56,170,658	60,004,707
Dilutive effect of :
Restricted share awards ("RSUs")	2,904,711	2,643,129	2,554,516
Lock-up shares ("LUSs")	711,941	1,261,947	—
Share options and BSPCE	112,491	104,294	117,934
Share warrants	59,250	51,599	83,040
Weighted average number of shares outstanding used to determine diluted earnings per share	58,605,529	60,231,627	62,760,198
Diluted earnings per share	$1.90	$0.88	$0.14

F-44

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could

potentially dilute EPS in the future are as follows:

	Year Ended December 31,
	2024	2023	2022
Restricted share awards	236,039	348,675	172,758
Share options and BSPCE	—	—	—
Weighted average number of anti-dilutive securities excluded from diluted earnings per share	236,039	348,675	172,758

Note 20. Commitments and contingencies

Contractual Commitments

We have $76.8 million of non-cancelable contractual commitments as of December 31, 2024, which are primarily related to

software licenses, maintenance and bandwidth for our servers.

The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2024 :

	Total
	(in thousands)
2025	$58,027
2026	17,782
2027	946
Total	$76,755

Contingencies

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of

our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually

or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows.

Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs,

diversion of management resources and other factors.

The amount of the provisions represents management’s latest estimate of the expected impact.

Legal and Regulatory Matters

Following a complaint from Privacy International against a number of advertising technology companies with certain data

protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL")

opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained

alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction

against Criteo from the original amount of €60 million ($64.2 million) to €40 million ($43.3 million). Criteo issued the

required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any

obligation for Criteo to change its current practices. Criteo has appealed this decision before the French Council of State

(Conseil d’Etat).

We are party to a claim (Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California),

alleging violations of various state and federal laws. We intend to vigorously defend our position, but we are unable to

predict the potential outcome at this time.

F-45

Non income tax risks

We have recorded a $31.9 million provision related to certain non income tax items accounted for under ASC 450

Contingencies. These risks were identified and recognized as part of the Iponweb Acquisition in 2022. We have recorded

an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities

under the purchase agreement for the Iponweb Acquisition. The indemnification asset is recorded as part of "Other

noncurrent assets" on the consolidated statement of financial position.

Note 21. Disaggregation of Revenue and Noncurrent Assets

The following table presents the Company's revenue disaggregated by major product for the years ended December 31,

2024, 2023 and 2022:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Retail Media	$258,303	$209,007	$202,317
Commerce Growth	1,556,751	1,614,905	1,755,191
Other	118,235	125,533	59,495
Performance Media	1,674,986	1,740,438	1,814,686
Total Revenue	$1,933,289	$1,949,445	$2,017,003

The Company operates in three geographical markets:

•Americas: North and South America;

•Europe, Middle-East and Africa; and

•Asia-Pacific.

The following table discloses our consolidated revenue for each geographical area for each of the reported periods.

Revenue by geographical area is based mainly on the location of advertisers’ campaigns.

Revenue generated in other significant countries where we operate is presented in the following table:

	Year Ended December 31,
	2024	2023	2022
	(in thousands)
Americas	$892,175	$887,247	$891,267
of which United States	802,609	803,288	798,391
EMEA	676,455	672,610	706,861
of which Germany	202,653	200,145	196,373
of which France	87,770	100,277	111,368
Asia-Pacific	$364,659	$389,588	$418,875
of which Japan	204,082	216,991	253,996

F-46

For each reported period, noncurrent assets (corresponding to the net book value of tangible and intangible assets) are

presented in the table below. The geographical information results from the locations of legal entities.

	Americas	EMEA	Asia- Pacific	Total
	(in thousands)
December 31, 2024	$68,193	$186,035	$11,378	$265,606
December 31, 2023	$89,355	$202,969	$15,058	$307,382

Note 22. Subsequent Events

Appointment of Chief Executive Officer

Michael Komasinski was appointed as the Company's Chief Executive Officer and a member of the Board of Directors

effective February 15, 2025. Komasinski will succeed Megan Clarken who, as previously announced, is retiring and will be

stepping down from her role as CEO and from the Board. Clarken will continue to serve in a senior advisory role during a

transitional period.

Share Repurchase Program extension

On January 31, 2025, the Board of Directors authorized an increase of the previously authorized share repurchase

program from up to $630.0 million to up to $805.0 million of the Company’s outstanding American Depositary Shares. The

Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and

potentially in connection with M&A transactions.