CRTO

EX-99.1

7 exhibit991-8xkq22026.htm

EX-99.1

Document

Exhibit 99.1

CRITEO REPORTS SECOND QUARTER 2026 RESULTS

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

Q2 2026 Media Spend of $1.1 Billion

Deployed $30 Million to Repurchase Shares in Q2 2026

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

Second Quarter 2026 Financial Highlights:

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

Three Months EndedSix Months Ended

June 30,June 30,

20262025YoY Change20262025YoY Change

(in millions, except EPS data)

GAAP Results

Revenue$428$483(11)%$853$934(9)%

Gross Profit$222$259(14)%$445$495(10)%

Net Income $12$23(49)%$20$63(68)%

Gross Profit margin52%54%(2)ppt52%53%(1) ppt

Diluted EPS$0.22$0.39(44)%$0.37$1.05(65)%

Cash from operating activities$20$(1)NM$69$6112%

Cash and cash equivalents$252$20623%$252$20623%

Non-GAAP Results1

Contribution ex-TAC$255$292(13)%$506$556(9)%

Adjusted EBITDA$73$89(18)%$138$182(24)%

Adjusted diluted EPS$0.80$0.92(13)%$1.53$2.02(24)%

Free Cash Flow (FCF)$(38)$(36)(3)%$(22)$9(340)%

FCF / Adjusted EBITDA(51)%(41)%(10)ppt(16)%5%(21) ppt

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

Operating Highlights

•Criteo appointed Connor McGogney as Chief Financial Officer, effective August 10, 2026. He succeeds Sarah Glickman, who has served as Chief Financial Officer for the past six years and will remain as an advisor through the end of September to support a seamless transition.

•Criteo's media spend2 was $4.5 billion in the last 12 months and $1.1 billion in Q2 2026, up 9% year-over-year at constant currency3.

•Criteo became OpenAI's first advertising technology partner in March 2026 and now has over 2,000 brands advertising on ChatGPT across seven countries, with additional country launches planned, including Mexico and Brazil. ChatGPT Ads inventory is now available through Criteo’s self-service, cross-channel performance platform Criteo GO.

•The Company further strengthened its Retail Media footprint with the addition of Loblaw Advance in Canada, Monoprix and Druni in EMEA, and Olive Young and Golf Digest Online in APAC.

•Criteo launched sponsored products into AI-powered conversational search with Albertsons, creating new discovery and monetization opportunities.

•Criteo was named a Leader in the QKS Group SPARK Matrix™ for Retail Media Network and Monetization Platform, Q2 2026.

•The Company deployed $61 million of capital for share repurchases in the first six months of 2026, including $30 million in the second quarter.

•Criteo completed its redomiciliation from France to Luxembourg, and its Board of Directors approved the subsequent transfer of legal domicile from Luxembourg to the United States, which is expected to be completed in January 2027, subject to shareholder approval and other customary conditions.

1

1 Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.

2 Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.

3 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.

2

Financial Summary

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

Sarah Glickman, Chief Financial Officer, said, “Our updated outlook reflects a more conservative view of our business trends for the remainder of the year. Our strong profitability, cash flow and balance sheet provide th

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crto-202602110001576427false00015764272026-02-112026-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 11, 2026 Date of Report (Date of earliest event reported)

CRITEO S.A.

(Exact name of registrant as specified in its charter)

France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

32 Rue BlancheParisFrance 75009 (Address of principal executive offices) (Zip Code)

+33 17 585 0939 Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading Symbol(s)Name of each exchange on which registered American Depositary Shares, each representing one ordinary share, nominal value €0.025 per shareCRTONasdaq 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 is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.    ☐

ITEM 2.02 Results of Operations and Financial Condition

On February 11, 2026, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

ITEM 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number  Description 99.1 Press Release dated February 11, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Criteo S.A.

Date: February 11, 2026By:/s/ Sarah Glickman Name:Sarah Glickman Title:Chief Financial Officer