Document

10-Q 1 criteo10qq32025.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

for the quarterly period ended September 30, 2025


☐			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 each class

Trading Symbol(s)

Name of each 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.

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 (§232.405 of this chapter) 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of October 24, 2025, the registrant had 52,549,158 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
Item 1	Unaudited Financial Statements as of September 30, 2025
	Condensed Consolidated Statements of Financial Position (Unaudited)	2
	Condensed Consolidated Statements of Income (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	4
	Condensed Consolidated Statements of Shareholder's Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4	Controls and Procedures	41

PART II	OTHER INFORMATION
Item 1	Legal Proceedings	42
Item 1A	Risk Factors	42
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 5	Other Information	43
Item 6	Exhibits	43
Signatures		45

General

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") 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-Q, references to "$" and "US$" are to United States dollars. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or "GAAP."

Trademarks

“Criteo,” the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-Q are the property of Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-Q are the property of their respective holders.

Special Note Regarding Forward-Looking Statements

This Form 10-Q 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-Q, including statements regarding our future results of operations and financial position, business strategy, plans and objectives for future operations, are forward-looking statements and involve risks and uncertainties that could cause actual results to differ materially. When used in this Form 10-Q, 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 our Annual Report on Form 10-K for the year ended December 31, 2024, and to our subsequent quarterly reports on Form 10-Q, 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-Q 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-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q 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-Q may contain 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-Q is generally reliable, such information is inherently imprecise.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)


	Notes	September 30, 2025		December 31, 2024
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	3	$	255,014	$	290,693
Trade receivables, net of allowances of $23.4 million and $28.6 million at September 30, 2025 and December 31, 2024, respectively.	4	568,733		800,859
Income taxes	12	37,823		1,550
Other taxes		63,045		53,883
Other current assets	6	57,299		50,887

Marketable securities - current portion	3	23,746		26,242
Total current assets		1,005,660		1,224,114
Property and equipment, net		129,133		107,222
Intangible assets, net		157,219		158,384
Goodwill	5	535,245		515,188
Right of use assets - operating lease	8	106,675		99,468

Marketable securities - noncurrent portion	3	17,612		15,584
Noncurrent financial assets		5,169		4,332
Other noncurrent assets	6	46,429		61,151
Deferred tax assets		59,144		81,006
Total noncurrent assets		1,056,626		1,042,335
Total assets		$	2,062,286	$	2,266,449

Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	530,568	$	802,524
Contingencies - current portion	14	11,190		1,882
Income taxes	12	8,075		34,863
Financial liabilities - current portion		9,222		3,325
Lease liability - operating - current portion	8	27,133		25,812
Other taxes		18,748		19,148
Employee - related payables		94,632		109,227
Other current liabilities	7	55,540		49,819
Total current liabilities		755,108		1,046,600
Deferred tax liabilities		4,552		4,067
Defined benefit plans	9	5,725		4,709
Financial liabilities - noncurrent portion		336		297
Lease liability - operating - noncurrent portion	8	82,175		77,584
Contingencies - noncurrent portion	14	22,336		31,939
Other noncurrent liabilities	7	21,117		20,156
Total noncurrent liabilities		136,241		138,752
Total liabilities		$	891,349	$	1,185,352

Shareholders' equity:
Common shares, €0.025 par value, 57,854,895 and 57,744,839 shares authorized, issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		$	1,933	$	1,931
Treasury stock, 5,305,737 and 3,467,417 shares at cost as of September 30, 2025 and December 31, 2024, respectively.		(176,078)		(125,298)
Additional paid-in capital		709,221		709,580
Accumulated other comprehensive loss		(65,521)		(108,768)
Retained earnings		661,496		571,744
Equity attributable to the shareholders of Criteo S.A.		1,131,051		1,049,189
Noncontrolling interests		39,886		31,908
Total equity		1,170,937		1,081,097
Total equity and liabilities		$	2,062,286	$	2,266,449

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


			Three Months Ended				Nine Months Ended
	Notes		September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
		(in thousands, except per share data)

Revenue	15		$	469,660	$	458,892	$	1,403,765	$	1,380,254

Cost of revenue:
Traffic acquisition costs			181,526		192,789		559,190		593,170
Other cost of revenue			31,651		34,171		92,598		105,084

Gross profit			256,483		231,932		751,977		682,000

Operating expenses:
Research and development expenses			67,678		85,285		208,037		211,782
Sales and operations expenses			86,995		90,823		284,099		278,734
General and administrative expenses			50,181		46,222		129,590		134,590
Total operating expenses			204,854		222,330		621,726		625,106
Income from operations			51,629		9,602		130,251		56,894
Financial and other income (expense)	11		(21)		(8)		480		889
Income before taxes			51,608		9,594		130,731		57,783
Provision for income tax expense	12		11,531		3,450		27,723		15,014
Net Income			$	40,077	$	6,144	$	103,008	$	42,769

Net income available to shareholders of Criteo S.A.			$	37,782	$	6,245	$	96,960	$	40,476
Net income (loss) available to noncontrolling interests			$	2,295	$	(101)	$	6,048	$	2,293

Weighted average shares outstanding used in computing per share amounts:
Basic	13		52,565,601		54,695,112		53,170,066		54,840,650
Diluted	13		53,760,200		58,430,133		55,356,346		58,909,952

Net income allocated to shareholders per share:
Basic	13		$	0.72	$	0.11	$	1.82	$	0.74
Diluted	13		$	0.70	$	0.11	$	1.75	$	0.69

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)

Net income	$	40,077	$	6,144	$	103,008	$	42,769
Foreign currency translation adjustments, net of taxes	(2,134)		24,531		44,626		1,953
Actuarial gains (losses) on employee benefits, net of taxes	18		(284)		346		(107)
Other comprehensive income (loss)	$	(2,116)	$	24,247	$	44,972	$	1,846
Total comprehensive income	$	37,961	$	30,391	$	147,980	$	44,615
Attributable to shareholders of Criteo S.A.	$	36,693	$	26,750	$	140,188	$	42,458
Attributable to noncontrolling interests	$	1,268	$	3,641	$	7,792	$	2,157

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share data)
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	—	—	—	—	—	—	7,244	7,244	1,322	8,566
Other comprehensive loss	—	—	—	—	—	(11,437)	—	(11,437)	(2,046)	(13,483)
Issuance of ordinary shares	15,338	1	—	—	394	—	—	395	—	395
Change in treasury stocks(*)	—	—	(1,216,547)	(42,575)	—	—	(19,568)	(62,143)	—	(62,143)
Share-Based Compensation	—	—	—	—	27,858	—	—	27,858	55	27,913
Other changes in equity	—	—	—	—	—	—	(40)	(40)	—	(40)
Balance at March 31, 2024	61,181,001	$2,024	(6,617,119)	$(204,363)	$797,492	$(96,763)	$543,092	$1,041,482	$31,117	$1,072,599
Net income	—	—	—	—	—	—	26,987	26,987	1,072	28,059
Other comprehensive loss	—	—	—	—	—	(7,085)	—	(7,085)	(1,833)	(8,918)
Issuance of ordinary shares	32,485	—	—	—	812	—	—	812	—	812
Change in treasury stocks(*)	(2,150,000)	(57)	2,155,602	50,109	(57,871)	—	(32,533)	(40,352)	—	(40,352)
Share-Based Compensation	—	—	—	—	21,248	—	—	21,248	47	21,295
Other changes in equity	—	—	—	—	—	—	(305)	(305)	—	(305)
Balance at June 30, 2024	59,063,486	$1,967	(4,461,517)	$(154,254)	$761,681	$(103,848)	$537,241	$1,042,787	$30,403	$1,073,190
Net income (loss)	—	—	—	—	—	—	6,245	6,245	(101)	6,144
Other comprehensive income	—	—	—	—	—	20,503	—	20,503	3,744	24,247
Issuance of ordinary shares	116,730	3	—	—	3,223	—	—	3,226	—	3,226
Change in treasury stocks(*)	—	—	62,338	1,257	(70,774)	—	14,521	(54,996)	—	(54,996)
Share-Based Compensation	—	—	—	—	34,577	—	—	34,577	57	34,634
Other changes in equity	—	—	—	—	—	—	(935)	(935)	(3)	(938)
Balance at September 30, 2024	59,180,216	$1,970	(4,399,179)	$(152,997)	$728,707	$(83,345)	$557,072	$1,051,407	$34,100	$1,085,507

(*) 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 4,297,334 shares repurchased at an average price of $36.6 offset by 1,796,847 treasury shares used for RSUs vesting, by 1,351,880 treasury shares used for LUSs vesting and by 2,150,000 treasury shares cancelled.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share data)
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
Net income	—	—	—	—	—	—	37,928	37,928	2,083	40,011
Other comprehensive income	—	—	—	—	—	15,930	—	15,930	1,596	17,526
Issuance of ordinary shares	110,056	2	—	—	1,843	—	—	1,845	—	1,845
Change in treasury stocks(*)	—	—	(817,761)	(34,102)	(20,549)	—	(1,517)	(56,168)	—	(56,168)
Share-Based Compensation	—	—	—	—	16,615	—	—	16,615	48	16,663
Other changes in equity	—	—	—	—	—	—	(740)	(740)	2	(738)
Balance at March 31, 2025	57,854,895	$1,933	(4,285,178)	$(159,400)	$707,489	$(92,838)	$607,415	$1,064,599	$35,637	$1,100,236
Net income	—	—	—	—	—	—	21,250	21,250	1,670	22,920
Other comprehensive income	—	—	—	—	—	28,387	—	28,387	1,175	29,562
Issuance of ordinary shares	—	—	—	—	52	—	—	52	—	52
Change in treasury stocks(*)	—	—	(1,242,357)	(31,434)	(15,396)	—	(1,498)	(48,328)	—	(48,328)
Share-Based Compensation	—	—	—	—	23,098	—	—	23,098	66	23,164
Other changes in equity	—	—	—	—	—	—	(83)	(83)	1	(82)
Balance at June 30, 2025	57,854,895	$1,933	(5,527,535)	$(190,834)	$715,243	$(64,451)	$627,084	$1,088,975	$38,549	$1,127,524
Net income	—	—	—	—	—	—	37,782	37,782	2,295	40,077
Other comprehensive (loss)	—	—	—	—	—	(1,090)	—	(1,090)	(1,026)	(2,116)
Issuance of ordinary shares	—	—	—	—	—	—	—	—	—	—
Change in treasury stocks(*)	—	—	221,798	14,756	(22,333)	—	(3,370)	(10,947)	—	(10,947)
Share-Based Compensation	—	—	—	—	16,311	—	—	16,311	69	16,380
Other changes in equity	—	—	—	—	—	20	—	20	(1)	19
Balance at September 30, 2025	57,854,895	$1,933	(5,305,737)	$(176,078)	$709,221	$(65,521)	$661,496	$1,131,051	$39,886	$1,170,937

(*) On January 31, 2025, Criteo's board of directors authorized an extension of the share repurchase program to up to $805.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 3,643,186 shares repurchased at a weighted average price of $31.7 offset by 1,804,866 treasury shares used for RSUs vesting.

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Nine Months Ended
		September 30, 2025		September 30, 2024
	(in thousands)
Cash flows from operating activities
Net income		$	103,008	$	42,769
Noncash and nonoperating items		113,619		136,013
- Amortization and provisions		97,119		67,134


- Equity awards compensation expense		52,037		82,193
- Net (loss) gain on disposal of noncurrent assets		(59)		924
- Change in uncertain tax position		421		1,764
- Net change in fair value of earn-out		—		3,202
- Change in deferred taxes		23,387		(16,370)
- Change in income taxes		(64,489)		(9,321)

- Other		5,203		6,487
Changes in assets and liabilities:		(66,083)		(90,075)
- Trade receivables		261,726		138,595
- Trade payables		(299,713)		(210,863)
- Other current assets		5,325		(739)
- Other current liabilities		(31,890)		(14,239)
- Change in operating lease liabilities and right of use assets		(1,531)		(2,829)

Net cash provided by operating activities		150,544		88,707
Cash flows from investing activities
Acquisition of intangible assets, property and equipment		(75,310)		(53,953)
Disposal of intangible assets, property and equipment		1,079		711
Payment for business, net of cash acquired		—		(527)


Purchases of marketable securities		(23,179)		(5,738)
Maturities and sales of marketable securities		28,287		541
Net cash used in investing activities		(69,123)		(58,966)


Cash flows from financing activities
Proceeds from exercise of stock options		1,897		4,433
Repurchase of treasury stocks		(115,444)		(157,492)


Change in other financing activities		(834)		(1,296)
Net cash used in financing activities		(114,381)		(154,355)
Effect of exchange rates changes on cash and cash equivalents		(2,648)		(2,737)
Net decrease in cash and cash equivalents and restricted cash		(35,608)		(127,351)
Net cash and cash equivalents and restricted cash at the beginning of the period		290,943		411,341
Net cash and cash equivalents and restricted cash at the end of the period		$	255,335	$	283,990

SEC Form 10-Q filed by Criteo S.A.