Business Combination Prospectus (Form 425)

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

October 29, 2025

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 Blanche		Paris		France		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 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 is an emerging growth company 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 October 29, 2025, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 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 (the "Securities Act"), 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 7.01

Regulation FD Disclosure.

On October 29, 2025, the Company issued a press release announcing the appointment of Edouard Dinichert as Chief Customer Officer, effective December 1, 2025. A copy of the press release is furnished as Exhibit 99.2 to this report.

The information furnished with this Item 7.01, including Exhibit 99.2, shall not be deemed "filed" for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 8.01

Other Events.

On October 29, 2025, the Company issued a press release announcing its intention to pursue a transfer of its legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares structure with ordinary shares to be directly listed on Nasdaq. The Conversion is expected to be completed in the third quarter of 2026, subject to certain closing conditions, including shareholder approval. A copy of the press release is attached as Exhibit 99.3 to this report and is incorporated herein by reference.

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release regarding financial results dated October 29, 2025
99.2		Press Release regarding appointment dated October 29, 2025
99.3		Press Release regarding redomiciliation dated October 29, 2025
104		Cover 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: October 29, 2025				By:		/s/ Sarah Glickman
				Name:		Sarah Glickman
				Title:		Chief Financial Officer

Exhibit 99.1

CRITEO REPORTS STRONG THIRD QUARTER 2025 RESULTS

Raises Full Year 2025 Margin Outlook

Announces Intention to Redomicile to Luxembourg and List Ordinary Shares on Nasdaq

Names Amazon Veteran Edouard Dinichert as Chief Customer Officer

NEW YORK - October 29, 2025 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, today announced financial results for the third quarter ended September 30, 2025.

Third Quarter 2025 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and nine months ended September 30, 2025:

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
		2025				2024				YoY Change				2025				2024				YoY Change
		(in millions, except EPS data)
GAAP Results
Revenue		$	470			$	459				2	%		$	1,404			$	1,380				2	%
Gross Profit		$	256			$	232				11	%		$	752			$	682				10	%
Net Income		$	40			$	6				552	%		$	103			$	43				141	%
Gross Profit margin			55	%			51	%			4	ppt			54	%			49	%			5 p	pt
Diluted EPS		$	0.70			$	0.11				536	%		$	1.75			$	0.69				154	%
Cash from operating activities		$	90			$	58				56	%		$	151			$	89				70	%
Cash and cash equivalents		$	255			$	209				22	%		$	255			$	209				22	%
Non-GAAP Results1
Contribution ex-TAC		$	288			$	266				8	%		$	845			$	787				7	%
Adjusted EBITDA		$	105			$	82				28	%		$	287			$	246				16	%
Adjusted diluted EPS		$	1.31			$	0.96				36	%		$	3.32			$	2.84				17	%
Free Cash Flow (FCF)		$	67			$	39				74	%		$	76			$	35				115	%
FCF / Adjusted EBITDA			64	%			47	%			17	ppt			27	%			14	%			13	ppt

"Our growth in media spend this quarter reflects steady progress on our strategy with strong execution. Our ability to deliver measurable outcomes across channels continues to differentiate Criteo and build momentum," said Michael Komasinski, Chief Executive Officer of Criteo. "We are advancing rapidly in innovation, leveraging our deep commerce data and AI to position Criteo at the forefront of agentic AI and deliver sustainable shareholder value."

Operating Highlights

•

Criteo's media spend2 was $4.3 billion in the last 12 months and $1.0 billion in Q3 2025, up 4% year-over-year at constant currency3.

•

Retail Media Contribution ex-TAC grew 11% year-over-year at constant currency3.

•

We expanded adoption across more than 4,100 brands and grew our retail network with new partners, including DoorDash, Sephora, The Fragrance Shop, Zepto, Migros, Interdiscount, and Massmart.

•

Criteo was named Google's first onsite Retail Media partner, enabling advertisers to scale campaigns across Criteo's network of retailers directly via Google Search Ads 360.

•

Performance Media Contribution ex-TAC was up 5% year-over-year at constant currency3.

•

We deployed $115 million of capital for share repurchases in the first nine months of 2025.

•

We appointed Amazon veteran Edouard Dinichert as Chief Customer Officer.

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 the media spend activated on behalf of our Retail Media clients and our 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.

Financial Summary

Revenue for Q3 2025 was $470 million, gross profit was $256 million and Contribution ex-TAC was $288 million. Net income for Q3 2025 was $40 million, representing $0.70 per share on a diluted basis. Adjusted EBITDA for Q3 2025 was $105 million, resulting in an adjusted diluted EPS of $1.31. As reported, revenue for Q3 increased 2%, gross profit increased 11% and Contribution ex-TAC increased 8%. At constant currency, revenue for Q3 2025 was flat and Contribution ex-TAC increased 6%. Cash flow from operating activities was $90 million in Q3 2025 and Free Cash Flow was $67 million in Q3 2025. As of September 30, 2025, we had $296 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "We delivered strong top-line growth and Adjusted EBITDA margin, with robust Free Cash Flow, demonstrating the power of our operating model. We are balancing disciplined operational execution with smart investments in AI innovation to drive shareholder value."

Third Quarter 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue increased 2% year-over-year in Q3 2025, or was flat at constant currency, to $470 million (Q3 2024: $459 million). Gross profit increased 11% year-over-year in Q3 2025 to $256 million (Q3 2024: $232 million). Gross profit as a percentage of revenue, or gross profit margin, was 55% (Q3 2024: 51%). Contribution ex-TAC in the third quarter increased 8% year-over-year, or increased 6% at constant currency, to $288 million (Q3 2024: $266 million).

•

Retail Media revenue increased 10%, or 10% at constant currency, and Retail Media Contribution ex-TAC increased 11%, or 11% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform.

•

Performance Media revenue increased 1%, or decreased (1)% at constant currency, and Performance Media Contribution ex-TAC increased 7%, or 5% at constant currency, driven by the traction of our suite of commerce solutions helping advertisers drive measurable performance across the entire buyer journey, partially offset by lower AdTech services.

Net Income and Adjusted Net Income

Net income increased to $40 million in Q3 2025 (Q3 2024: net income: $6 million). Net income allocated to shareholders of Criteo was $38 million, or $0.70 per share on a diluted basis (Q3 2024: net income allocated to shareholders of $6 million, or $0.11 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, increased to $70 million, or $1.31 per share on a diluted basis (Q3 2024: $56 million, or $0.96 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $105 million, representing an increase of 28% year-over-year (Q3 2024: $82 million), driven by higher Contribution ex-TAC over the period and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 36% (Q3 2024: 31%).

Operating expenses decreased (8)% year-over-year to $205 million (Q3 2024: $222 million), with rigor on resource allocation and lower equity award compensation expense partially offset by planned growth investments. Non-GAAP operating expenses were flat year-over-year to $158 million (Q3 2024: $158 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $90 million in Q3 2025 (Q3 2024: $58 million).

Free Cash Flow increased to $67 million in Q3 2025: (Q3 2024: $39 million). On a trailing 12-month basis, Free Cash Flow was $222 million.

Cash and cash equivalents, and marketable securities, were $296 million, a $(36) million decrease compared to December 31, 2024, after spending $115 million on share repurchases in the nine months ended September 30, 2025.

As of September 30, 2025, the Company had total financial liquidity of approximately $811 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.

2

Redomiciliation to Luxemburg and Direct Listing

The Company also announced its intention to pursue a transfer of its legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares ("ADS") structure with ordinary shares to be directly listed on Nasdaq. The redomiciliation to Luxembourg and the direct listing of Criteo's ordinary shares on Nasdaq offer significant benefits, including eliminating most of the legal complexities currently applicable to Criteo, enhancing flexibility in capital allocation, and broadening the shareholder base.

The Conversion is expected to be completed in the third quarter of 2026, subject to the prior consultation with Criteo's works council and certain closing conditions, including shareholder approval. Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from Luxembourg to the United States which would enable broader eligibility for major United States stock indices, if the Board determines such action is in the best interests of Criteo and its shareholders.

2025 Business Outlook

The following forward-looking statements reflect Criteo's expectations as of October 29, 2025.

Fiscal year 2025 guidance:

•

We continue to expect Contribution ex-TAC to grow +3% to +4% at constant currency.

•

We now expect an Adjusted EBITDA margin of approximately 34% of Contribution ex-TAC, compared to our previous guidance of 33% to 34%.

Fourth quarter 2025 guidance:

•

Contribution ex-TAC between $325 million and $331 million, or -5% to -3% year-over-year at constant-currency.

•

Adjusted EBITDA between $113 million and $119 million.

The Company's fourth quarter 2025 guidance reflects the temporary impact of previously communicated scope changes with two specific Retail Media clients and should not be viewed as a run-rate for 2026.

The above guidance for the fiscal year ending December 31, 2025 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.886, a U.S. dollar-Japanese Yen rate of 149, a U.S. dollar-British Pound rate of 0.756, a U.S. dollar-Korean Won rate of 1,409 and a U.S. dollar-Brazilian Real rate of 5.81.

The above guidance assumes that no additional acquisitions are completed during the last quarter of 2025.

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

3

Non-GAAP Financial Measures

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

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

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

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

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

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

4

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

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending December 31, 2025 and the year ending December 31, 2025, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments; whether the projected benefits of acquisitions or strategic transactions, including the Conversion, materialize as expected; uncertainty regarding international operations and expansion, including related to changes in a specific country's or region's political or economic conditions (such as changes in or new tariffs); the impact of competition or client in-housing; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively; recent growth rates not being indicative of future growth; client flexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the marketing industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals needed to complete the Conversion; failure to satisfy any of the other conditions to the Conversion, including the condition that the option to withdraw shares for cash in connection with the Conversion is not exercised above a certain threshold; the Conversion not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion; failure to list our shares on Nasdaq following the Conversion or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion; the disruption of current plans and operations by the Conversion; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the Conversion, including our anticipated growth rate and market opportunity; changes in shareholders' rights as a result of the Conversion; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program in connection with the Conversion; difficulty in adapting to operating under the laws of Luxembourg; the deferment or abandonment of the Conversion by our board of directors up to three days prior to the general shareholders' meeting to vote thereon; following the completion of the Conversion, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the Conversion; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2025, and in subsequent Quarterly Reports on Form 10-Q, the Registration Statement on Form S-4 expected to be filed in connection with the Conversion, as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's business, financial condition, cash flow and results of operations. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this release.

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

5

Additional Information and Where to Find It

In connection with the Conversion, Criteo intends to file a Registration Statement on Form S-4 with the SEC that will include a preliminary proxy statement for a special meeting of Criteo's shareholders to approve the Conversion and will also constitute a preliminary prospectus. After the Registration Statement on Form S-4 is declared effective, the definitive proxy statement / prospectus and other relevant documents will be made available to Criteo's shareholders as of the record date established for voting on the Conversion and the other proposals relating to the Conversion set forth in the proxy statement / prospectus. Criteo may also file other relevant documents with the SEC regarding the Conversion. This release is not a substitute for the registration statements, the proxy statement / prospectus (if and when available) or any other document that Criteo may file with the SEC with respect to the Conversion. The definitive proxy statement / prospectus will be mailed to Criteo's shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT / PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRITEO AND THE CONVERSION.

Shareholders will be able to obtain copies of these materials (if and when they are available) and other documents containing important information about Criteo and the Conversion, once such documents are filed with the SEC, free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Criteo are made available free of charge on Criteo's investor relations website at https://criteo.investorroom.com.

No Offer or Solicitation

This release is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Conversion or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Criteo and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Criteo's shareholders in connection with the Conversion. Information about Criteo's directors and executive officers is set forth in the proxy statement for Criteo's 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2025. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement / prospectus and other relevant materials regarding the Conversion to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above in "Additional Information and Where to Find It."

6

Conference Call Information

Criteo's senior management team will discuss the Company's earnings on a call that will take place today, October 29, 2025, at 8:00 AM ET, 1:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

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

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

About Criteo

Criteo (NASDAQ: CRTO) is the global platform connecting the commerce ecosystem for brands, agencies, retailers, and media owners. Its AI-powered advertising platform has unique access to more than $1 trillion in annual commerce sales-powering connections with shoppers, inspiring discovery, and enabling highly personalized experiences. With thousands of clients and partnerships spanning global retail to digital commerce, Criteo delivers the technology, tools, and insights businesses need to drive performance and growth. For more information, please visit www.criteo.com.

Contacts

Criteo Investor Relations

Melanie Dambre, [email protected]

Criteo Public Relations

Jessica Meyers, [email protected]

Financial information to follow

7

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)

		September 30, 2025				December 31, 2024
Assets
Current assets:
Cash and cash equivalents		$	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			568,733				800,859
Income taxes			37,823				1,550
Other taxes			63,045				53,883
Other current assets			57,299				50,887
Marketable securities - current portion			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			535,245				515,188
Right of Use Asset - operating lease			106,675				99,468
Marketable securities - noncurrent portion			17,612				15,584
Noncurrent financial assets			5,169				4,332
Other noncurrent assets			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			11,190				1,882
Income taxes			8,075				34,863
Financial liabilities - current portion			9,222				3,325
Lease liability - operating - current portion			27,133				25,812
Other taxes			18,748				19,148
Employee - related payables			94,632				109,227
Other current liabilities			55,540				49,819
Total current liabilities			755,108				1,046,600
Deferred tax liabilities			4,552				4,067
Defined benefit plans			5,725				4,709
Financial liabilities - noncurrent portion			336				297
Lease liability - operating - noncurrent portion			82,175				77,584
Contingencies - noncurrent portion			22,336				31,939
Other noncurrent liabilities			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

8

CRITEO S.A.

Consolidated Statement of Operations

(U.S. dollars in thousands, except share and per share data, unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Revenue		$	469,660			$	458,892			$	1,403,765			$	1,380,254
Cost of revenue
Traffic acquisition cost			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)			(21	)			(8	)			480				889
Income before taxes			51,608				9,594				130,731				57,783
Provision for income taxes			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			52,565,601				54,695,112				53,170,066				54,840,650
Diluted			53,760,200				58,430,133				55,356,346				58,909,952
Net income allocated to shareholders per share:
Basic		$	0.72			$	0.11			$	1.82			$	0.74
Diluted		$	0.70			$	0.11			$	1.75			$	0.69

9

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Cash flows from operating activities
Net income		$	40,077			$	6,144			$	103,008			$	42,769
Noncash and nonoperating items			42,751				53,439				113,619				136,013
- Amortization and provisions			36,634				20,810				97,119				67,134
- Equity awards compensation expense			14,843				34,215				52,037				82,193
- Net (gain) or loss on disposal of noncurrent assets			(100	)			350				(59	)			924
- Change in uncertain tax positions			710				7				421				1,764
- Net change in fair value of earn-out			-				15				-				3,202
- Change in deferred taxes			10,952				(24,459	)			23,387				(16,370	)
- Change in income taxes			(20,294	)			19,099				(64,489	)			(9,321	)
- Other			6				3,402				5,203				6,487
Changes in assets and liabilities:			6,772				(2,080	)			(66,083	)			(90,075	)
- Trade receivables			100,347				2,075				261,726				138,595
- Trade payables			(96,472	)			(17,653	)			(299,713	)			(210,863	)
- Other current assets			(7,123	)			(4,482	)			5,325				(739	)
- Other current liabilities			11,038				17,997				(31,890	)			(14,239	)
- Change in operating lease liabilities and right of use assets			(1,018	)			(17	)			(1,531	)			(2,829	)
Net cash provided by operating activities			89,600				57,503				150,544				88,707
Cash flows from investing activities
Acquisition of intangible assets, property and equipment			(22,968	)			(18,880	)			(75,310	)			(53,953	)
Disposal of intangibles assets, property and equipment			710				(19	)			1,079				711
Payment for business, net of cash acquired			-				-				-				(527	)
Purchases of marketable securities			(5,781	)			(4,915	)			(23,179	)			(5,738	)
Maturities and sales of marketable securities			641				5				28,287				541
Net cash used in investing activities			(27,398	)			(23,809	)			(69,123	)			(58,966	)
Cash flows from financing activities
Proceeds from exercise of stock options			-				3,226				1,897				4,433
Repurchase of treasury stocks			(10,948	)			(54,997	)			(115,444	)			(157,492	)
Change in other financing activities			(290	)			(486	)			(834	)			(1,296	)
Net cash used in financing activities			(11,238	)			(52,257	)			(114,381	)			(154,355	)
Effect of exchange rates changes on cash and cash equivalents			(1,653	)			10,855				(2,648	)			(2,737	)
Net decrease in cash and cash equivalents and restricted cash			49,311				(7,708	)			(35,608	)			(127,351	)
Net cash and cash equivalents and restricted cash at the beginning of the period			206,024				291,698				290,943				411,341
Net cash and cash equivalents and restricted cash at the end of the period		$	255,335			$	283,990			$	255,335			$	283,990
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds		$	(20,163	)		$	(11,528	)		$	(68,404	)		$	(36,099	)
Cash paid for interest		$	(381	)		$	(379	)		$	(969	)		$	(1,032	)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables		$	10,552			$	5,799			$	10,552			$	5,799

10

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
CASH FROM OPERATING ACTIVITIES		$	89,600			$	57,503			$	150,544			$	88,707
Acquisition of intangible assets, property and equipment			(22,968	)			(18,880	)			(75,310	)			(53,953	)
Disposal of intangible assets, property and equipment			710				(19	)			1,079				711
FREE CASH FLOW (1)		$	67,342			$	38,604			$	76,313			$	35,465

(1)	Free Cash Flow is defined as cash flow from operating activities less acquisition and disposition of intangible assets, property and equipment.

11

CRITEO S.A.

Reconciliation of Contribution ex-TAC to Gross Profit

(U.S. dollars in thousands, unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Gross Profit			256,483				231,932				751,977				682,000
Other Cost of Revenue			31,651				34,171				92,598				105,084
Contribution ex-TAC (1)		$	288,134			$	266,103			$	844,575			$	787,084

(1)	Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.

12

CRITEO S.A.

Segment Information

(U.S. dollars in thousands, unaudited)

		Three Months Ended																Nine Months Ended
		September 30,																September 30,
Segment		2025				2024				YoY Change				YoY Change at Constant Currency (2)				2025				2024				YoY Change				YoY Change at Constant Currency (2)
Revenue
Retail Media		$	67,114			$	60,765				10	%			10	%		$	187,525			$	166,414				13	%			13	%
Performance Media			402,546				398,127				1	%			(1	)%			1,216,240				1,213,840				-	%			(1	)%
Total			469,660				458,892				2	%			-	%			1,403,765				1,380,254				2	%			1	%
Contribution ex-TAC
Retail Media			66,265				59,583				11	%			11	%			185,064				163,618				13	%			13	%
Performance Media			221,869				206,520				7	%			5	%			659,511				623,466				6	%			5	%
Total (1)		$	288,134			$	266,103				8	%			6	%		$	844,575			$	787,084				7	%			7	%

(1)	Refer to the Non-GAAP Financial Measures section of this filing for the definition of the Non-GAAP metric.

(2)	Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.

13

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
		2025				2024				YoY Change				2025				2024				YoY Change
Net income		$	40,077			$	6,144				552	%		$	103,008			$	42,769				141	%
Adjustments:
Financial (income) expense			21				8				163	%			(131	)			(889	)			85	%
Provision for income taxes			11,531				3,450				234	%			27,723				15,014				85	%
Equity related compensation			15,071				34,863				(57	)%			52,494				84,032				(38	)%
Pension service costs			205				174				18	%			583				518				13	%
Depreciation and amortization expense (2)			29,771				25,684				16	%			91,228				75,679				21	%
Acquisition-related costs			-				1,961				(100	)%			-				1,961				(100	)%
Restructuring, integration and transformation costs			6,904				9,717				(29	)%			9,331				27,026				(65	)%
Other noncash or nonrecurring events (2) (3)			1,500				-				NM				2,372				-				NM
Total net adjustments			65,003				75,857				(14	)%			183,600				203,341				(10	)%
Adjusted EBITDA (1)		$	105,080			$	82,001				28	%		$	286,608			$	246,110				16	%

(1)	Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.

(2)

During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.'s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

(3)

During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.

14

CRITEO S.A.

Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP

(U.S. dollars in thousands, unaudited)

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
		2025				2024				YoY Change				2025				2024				YoY Change
Research and Development expenses		$	67,678			$	85,285				(21	)%		$	208,037			$	211,782				(2	)%
Equity related compensation			5,868				21,261				(72	)%			15,600				44,915				(65	)%
Depreciation and Amortization expense (2)			19,045				13,593				40	%			61,457				38,196				61	%
Pension service costs			112				92				22	%			322				273				18	%
Restructuring, integration and transformation costs			399				5,454				(93	)%			488				8,164				(94	)%
Other noncash or nonrecurring events			-				-				NM				872				-				NM
Non-GAAP - Research and Development expenses			42,254				44,885				(6	)%			129,298				120,234				8	%
Sales and Operations expenses			86,995				90,823				(4	)%			284,099				278,734				2	%
Equity related compensation			1,415				5,032				(72	)%			14,190				16,093				(12	)%
Depreciation and Amortization expense			3,598				3,279				10	%			10,511				9,649				9	%
Pension service costs			28				26				8	%			76				78				(3	)%
Restructuring, integration and transformation costs			35				856				(96	)%			89				5,493				(98	)%
Non-GAAP - Sales and Operations expenses			81,919				81,630				-	%			259,233				247,421				5	%
General and Administrative expenses			50,181				46,222				9	%			129,590				134,590				(4	)%
Equity related compensation			7,788				8,570				(9	)%			22,704				23,024				(1	)%
Depreciation and Amortization expense			381				437				(13	)%			1,064				1,325				(20	)%
Pension service costs			65				56				16	%			185				167				11	%
Acquisition-related costs			-				1,961				(100	)%			-				1,961				(100	)%
Restructuring, integration and transformation costs			6,470				3,407				90	%			8,754				13,369				(35	)%
Other noncash or nonrecurring events (3)			1,500				-				NM				1,500				-				NM
Non-GAAP - General and Administrative expenses			33,977				31,791				7	%			95,383				94,744				1	%
Total Operating expenses			204,854				222,330				(8	)%			621,726				625,106				(1	)%
Equity related compensation			15,071				34,863				(57	)%			52,494				84,032				(38	)%
Depreciation and Amortization expense			23,024				17,309				33	%			73,032				49,170				49	%
Pension service costs			205				174				18	%			583				518				13	%
Acquisition-related costs			-				1,961				(100	)%			-				1,961				(100	)%
Restructuring, integration and transformation costs			6,904				9,717				(29	)%			9,331				27,026				(65	)%
Other noncash or nonrecurring events (2) (3)			1,500				-				NM				2,372				-				NM
Total Non-GAAP Operating expenses (1)			158,150			$	158,306				-	%			483,914				462,399				5	%

(1)	Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.

(2)

During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.'s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

(3)

During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.

15

CRITEO S.A.

Reconciliation of Adjusted Net Income to Net Income (Loss)

(U.S. dollars in thousands except share and per share data, unaudited)

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
		2025				2024				YoY Change				2025				2024				YoY Change
Net income		$	40,077			$	6,144				552	%		$	103,008			$	42,769				141	%
Adjustments:
Equity related compensation			15,071				34,863				(57	)%			52,494				84,032				(38	)%
Amortization of acquisition-related intangible assets			9,896				8,995				10	%			28,531				26,287				9	%
Acquisition related costs			-				1,961				(100	)%			-				1,961				(100	)%
Restructuring, integration and transformation costs			6,904				9,717				(29	)%			9,331				27,026				(65	)%
Other noncash or nonrecurring events (2) (3)			1,500				-				NM				2,372				-				NM
Tax impact of the above adjustments (4)			(3,144	)			(5,862	)			46	%			(11,813	)			(15,048	)			21	%
Total net adjustments			30,227				49,674				(39	)%			80,915				124,258				(35	)%
Adjusted net income (1)		$	70,304			$	55,818				26	%		$	183,923			$	167,027				10	%
Weighted average shares outstanding
- Basic			52,565,601				54,695,112								53,170,066				54,840,650
- Diluted			53,760,200				58,430,133								55,356,346				58,909,952
Adjusted net income per share
- Basic		$	1.34			$	1.02				31	%		$	3.46			$	3.05				13	%
- Diluted		$	1.31			$	0.96				36	%		$	3.32			$	2.84				17	%

(1)	Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.

(2)	During the second quarter of 2025, the Company recorded a nonrecurring impairment charge of approximately $0.9 million related to internally developed intangible assets, triggered by Alphabet Inc.'s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

(3)

During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.

(4)	We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.

16

CRITEO S.A.

Constant Currency Reconciliation⁽¹⁾

(U.S. dollars in thousands, unaudited)

		Three Months Ended												Nine Months Ended
		September 30,												September 30,
		2025				2024				YoY Change				2025				2024				YoY Change
Gross Profit as reported		$	256,483			$	231,932				11	%		$	751,977			$	682,000				10	%
Other cost of revenue as reported			31,651				34,171				(7	)%			92,598				105,084				(12	)%
Contribution ex-TAC as reported(2)			288,134				266,103				8	%			844,575				787,084				7	%
Conversion impact U.S. dollar/other currencies			(5,857	)			-								(5,798	)			-
Contribution ex-TAC at constant currency			282,277				266,103				6	%			838,777				787,084				7	%
Traffic acquisition costs as reported			181,526				192,789				(6	)%			559,190				593,170				(6	)%
Conversion impact U.S. dollar/other currencies			(3,288	)			-								(2,711	)			-
Traffic acquisition costs at constant currency			178,238				192,789				(8	)%			556,479				593,170				(6	)%
Revenue as reported			469,660				458,892				2	%			1,403,765				1,380,254				2	%
Conversion impact U.S. dollar/other currencies			(9,145	)			-								(8,509	)			-
Revenue at constant currency		$	460,515			$	458,892				-	%		$	1,395,256			$	1,380,254				1	%

(1)	Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.

(2)	Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.

17