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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, 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 BlancheParisFrance75009
(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 classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing one Ordinary Share,
nominal value €0.025 per share		CRTONasdaq 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 25, 2024, the registrant had 55,182,166 ordinary shares, nominal value €0.025 per share, outstanding.



TABLE OF CONTENTS












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. 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, 2023, 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.



PART I
Item 1. Financial Statements
2

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)
Notes
September 30, 2024December 31, 2023
(in thousands)
Assets
Current assets:
    Cash and cash equivalents3$208,740 $336,341 
Trade receivables, net of allowances of $35.1 million and $43.3 million at September 30, 2024 and December 31, 2023, respectively.
4646,283 775,589 
    Income taxes129,785 2,065 
    Other taxes 132,370 109,306 
    Other current assets544,879 48,291 
    Restricted cash
375,250 75,000 
    Marketable securities - current portion323,010 5,970 
    Total current assets1,140,317 1,352,562 
Property, plant and equipment, net116,866 126,494 
Intangible assets, net170,359 180,888 
Goodwill526,569 524,197 
Right of use assets - operating lease 7110,350 112,487 
Marketable securities - non-current portion35,598 16,575 
Non-current financial assets4,957 5,294 
Other non-current assets562,216 60,742 
Deferred tax assets71,128 52,680 
    Total non-current assets1,068,043 1,079,357 
Total assets$2,208,360 $2,431,919 
Liabilities and shareholders' equity
Current liabilities:
    Trade payables$629,997 $838,522 
    Contingencies - current portion141,604 1,467 
    Income taxes1215,490 17,213 
    Financial liabilities - current portion34,753 3,389 
    Lease liability - operating - current portion726,159 35,398 
    Other taxes83,401 66,659 
    Employee - related payables104,095 113,287 
    Other current liabilities6109,118 104,552 
    Total current liabilities974,617 1,180,487 
Deferred tax liabilities3,182 1,083 
Defined benefit plans84,938 4,123 
Financial liabilities - non-current portion3320 77 
Lease liability - operating - non-current portion 787,321 83,051 
Contingencies - non-current portion1431,939 32,625 
Other non-current liabilities620,536 19,082 
    Total non-current liabilities148,236 140,041 
Total liabilities$1,122,853 $1,320,528 
Commitments and contingencies
Shareholders' equity:
Common shares, €0.025 par value, 59,180,216 and 61,165,663 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023, respectively.
$1,970 $2,023 
Treasury stock, 4,399,179 and 5,400,572 shares at cost as of September 30, 2024 and December 31, 2023, respectively.
(152,997)(161,788)
Additional paid-in capital728,707 769,240 
Accumulated other comprehensive loss(83,345)(85,326)
Retained earnings557,072 555,456 
Equity-attributable to shareholders of Criteo S.A.1,051,407 1,079,605 
Non-controlling interests34,100 31,786 
Total equity1,085,507 1,111,391 
Total equity and liabilities$2,208,360 $2,431,919 
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
3

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months EndedNine Months Ended
NotesSeptember 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands, except per share data)
Revenue9$458,892 $469,193 $1,380,254 $1,383,143 
Cost of revenue:
Traffic acquisition costs(192,789)(223,798)(593,170)(676,913)
Other cost of revenue(34,171)(40,268)(105,084)(119,812)
Gross profit231,932 205,127 682,000 586,418 
Operating expenses:
Research and development expenses(85,285)(62,522)(211,782)(193,887)
Sales and operations expenses(90,823)(94,572)(278,734)(308,325)
General and administrative expenses(46,222)(36,599)(134,590)(95,306)
Total operating expenses(222,330)(193,693)(625,106)(597,518)
Income (loss) from operations9,602 11,434 56,894 (11,100)
Financial and Other income (loss)11(8)(2,967)889 2,008 
Income (loss) before taxes
9,594 8,467 57,783 (9,092)
Provision for income tax (expense) benefit 12(3,450)(1,832)(15,014)1,685 
Net Income (loss)
$6,144 $6,635 $42,769 $(7,407)
Net income (loss) available to shareholders of Criteo S.A.
$6,245 $6,927 $40,476 $(7,758)
Net income (loss) available to non-controlling interests$(101)$(292)$2,293 $351 
Weighted average shares outstanding used in computing per share amounts:
Basic1354,695,11256,297,66654,840,65056,173,218
Diluted1358,430,13360,172,95358,909,95256,173,218
Net income (loss) allocated to shareholders per share:
Basic13$0.11 $0.12 $0.74 $(0.14)
Diluted13$0.11 $0.12 $0.69 $(0.14)
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

4

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Net income (loss)$6,144 $6,635 $42,769 $(7,407)
Foreign currency translation adjustments, net of taxes
24,531 (10,458)1,953 (12,593)
Actuarial gains (losses) on employee benefits, net of taxes(284)426 (107)283 
Other comprehensive income (loss)$24,247 $(10,032)$1,846 $(12,310)
Total comprehensive income (loss)
$30,391 $(3,397)$44,615 $(19,717)
Attributable to shareholders of Criteo S.A.$26,750 $(2,198)$42,458 $(16,295)
Attributable to non-controlling interests$3,641 $(1,199)$2,157 $(3,422)
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
5

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
Share capitalTreasury
Stock		Additional paid-in capitalAccumulated Other Comprehensive Income (Loss)Retained EarningsEquity - attributable to shareholders of Criteo S.A.Non controlling interestTotal equity
Common sharesShares
(in thousands, except share amounts )
Balance at December 31, 202263,248,728$2,079(5,985,104)$(174,293)$734,492$(91,890)$577,653$1,048,041$33,065$1,081,106
Net income (loss)——————(11,809)(11,809)(262)(12,071)
Other comprehensive income (loss)—————6,475—6,475(296)6,179
Issuance of ordinary shares67,9682——1,295——1,297—1,297
Change in treasury stocks(*)
——(1,338,049)(37,107)——(13,922)(51,029)—(51,029)
Share-Based Compensation————24,610——24,6109724,707
Other changes in equity——————————
Balance at March 31, 202363,316,696$2,081(7,323,153)$(211,400)$760,397$(85,415)$551,922$1,017,585$32,604$1,050,189
Net income (loss)——————(2,876)(2,876)905(1,971)
Other comprehensive loss
—————(5,887)—(5,887)(2,570)(8,457)
Issuance of ordinary shares20,757———399——399—399
Change in treasury stocks(*)
——(89,425)(2,646)——(21,189)(23,835)—(23,835)
Share-Based Compensation————26,878——26,878(165)26,713
Other changes in equity—————(26)—(26)—(26)
Balance at June 30, 202363,337,453$2,081(7,412,578)$(214,046)$787,674$(91,328)$527,857$1,012,238$30,774$1,043,012
Net income (loss)——————6,9276,927(292)6,635
Other comprehensive loss
—————(9,125)—(9,125)(907)(10,032)
Issuance of ordinary shares—1——251——252—252
Change in treasury stocks(*)
13,210—318,0041,952——(30,440)(28,488)—(28,488)
Share-Based Compensation————23,461——23,4614423,505
Other changes in equity————(5)(29)—(34)—(34)
Balance at September 30, 202363,350,663$2,082(7,094,574)$(212,094)$811,381$(100,482)$504,344$1,005,231$29,619$1,034,850
(*) On December 7, 2022, Criteo's board of directors authorized an extension of the 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 3,404,891 shares repurchased at a weighted average price of $30.4 offset by 1,288,939 treasury shares used for RSUs vesting and by 1,006,482 treasury shares used for LUSs vesting.
6

Share capitalTreasury StockAdditional paid-in capitalAccumulated Other Comprehensive Income (Loss)Retained EarningsEquity - attributable to shareholders of Criteo S.A.Non controlling interestTotal equity
Common sharesShares
(in thousands, except share amounts )
Balance at December 31, 202361,165,663$2,023(5,400,572)$(161,788)$769,240$(85,326)$555,456$1,079,605$31,786$1,111,391
Net income
——————7,2447,2441,3228,566
Other comprehensive loss
—————(11,437)—(11,437)(2,046)(13,483)
Issuance of ordinary shares15,3381——394——395—395
Change in treasury stocks(*)
——(1,216,547)(42,575)——(19,568)(62,143)—(62,143)
Share-Based Compensation————27,858——27,8585527,913
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
——————26,98726,9871,07228,059
Other comprehensive loss
—————(7,085)—(7,085)(1,833)(8,918)
Issuance of ordinary shares32,485———812——812—812
Change in treasury stocks(*)
(2,150,000)(57)2,155,60250,109(57,871)—(32,533)(40,352)—(40,352)
Share-Based Compensation————21,248——21,2484721,295
Other changes in equity——————(305)(305)—(305)
Balance at June 30, 202459,063,486$1,967(4,461,517)$(154,254)$761,681$(103,848)$537,241$1,042,787$30,403$1,073,190
Net income (loss)——————6,2456,245(101)6,144
Other comprehensive income
—————20,503—20,5033,74424,247
Issuance of ordinary shares116,7303——3,223——3,226—3,226
Change in treasury stocks(*)
——62,3381,257(70,774)—14,521(54,996)—(54,996)
Share-Based Compensation————34,577——34,5775734,634
Other changes in equity——————(935)(935)(3)(938)
Balance at September 30, 202459,180,216$1,970(4,399,179)$(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 a weighted 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.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
7

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Net income (loss)$42,769 $(7,407)
Non-cash and non-operating items136,013 42,706 
    - Amortization and provisions67,134 56,288 
    - Payment for contingent liability on regulatory matters— (43,334)
    - Equity awards compensation expense
82,193 76,353 
 - Net (gain) or loss on disposal of non-current assets924 (8,903)
    - Change in uncertain tax position
1,764 (314)
    - Net change in fair value of earn-out
3,202 1,499 
    - Change in deferred taxes(16,370)(24,742)
    - Change in income taxes(9,321)(18,007)
    - Other6,487 3,866 
Changes in working capital related to operating activities(90,075)27,607 
    - (Increase) / Decrease in trade receivables138,595 78,890 
    - Increase / (Decrease) in trade payables(210,863)(71,190)
    - (Increase) / Decrease in other current assets(16,430)1,968 
    - Increase/ (Decrease) in other current liabilities1,452 17,926 
    - Change in operating lease liabilities and right of use assets(2,829)13 
Cash from operating activities88,707 62,906 
Acquisition of intangible assets, property, plant and equipment(56,364)(77,838)
Change in accounts payable related to intangible assets, property, plant and equipment3,122 (16,749)
Payment for business, net of cash acquired(527)(6,957)
Proceeds from disposition of investments— 9,625 
Change in other non-current financial assets(5,197)(12,280)
Cash used for investing activities
(58,966)(104,199)
Proceeds from exercise of stock options4,433 1,948 
Repurchase of treasury stocks(157,492)(103,354)
Cash payment for contingent consideration— (22,025)
Change in other financing activities(1,296)(1,427)
Cash used for financing activities(154,355)(124,858)
Effect of exchange rates changes on cash and cash equivalents(2,737)(12,192)
Net decrease in cash and cash equivalents and restricted cash
(127,351)(178,343)
Net cash and cash equivalents and restricted cash at beginning of period411,341 448,200 
Net cash and cash equivalents and restricted cash at end of period$283,990 $269,857 
Supplemental disclosures of cash flow information
Cash paid for taxes, net of refunds(36,099)(41,377)
Cash paid for interest(1,032)(1,055)
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
8

CRITEO S.A.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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".






























9

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"), including regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024.

The unaudited condensed consolidated financial statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending December 31, 2024.

Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures 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. Our actual results may differ from these estimates. Estimates in our financial statements include, but are not limited to, (1) gross versus net assessment in 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.

Significant Accounting Policies

Reportable Segments

Beginning with the first quarter of 2024, 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 Chief Operating Decision Maker (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 in accounting policy did not impact our results of operations, financial position, or cash flows. Refer to Note 2 for further discussion.

Goodwill Interim Impairment Evaluation
The Company's goodwill balance was $526.6 million and $524.2 million at September 30, 2024 and December 31, 2023, respectively. We assess goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As noted above, during the first quarter 2024, the Company made a change to its operating and reportable segments from three to two segments: Retail Media and Performance Media. As a result of this change, we reassessed our reporting units for the evaluation of goodwill. Prior to this change, consistent with the determination that we had three operating/reportable segment, we determined that we had three reporting units for goodwill assessment purposes. Our reassessment during the first quarter of 2024 determined that, consistent with the determination that we had two operating/ reportable segments, we also have two reporting units for goodwill assessment purposes: Retail Media and Performance Media.

10

As a result of this change in reporting units, effective January 1, 2024, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that the goodwill held by the Iponweb reportable unit was now allocated to the Performance Media reporting unit. This determination was largely based on the fact that the operations of the previous Iponweb operating segment/ reporting unit are significantly integrated with the Performance Media operating segment / reportable unit. The change in reporting units was also considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2024 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2024.
Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended September 30, 2024 were as follows:
Retail MediaPerformance MediaTotal
Balance at January 1, 2024
$149,680 $374,517 $524,197 
Acquisitions— — — 
Disposals— — — 
Currency translation adjustment429 1,943 2,372 
Impairments— — — 
Balance at September 30, 2024
$150,109 $376,460 $526,569 
There have been no other significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Recently Issued Accounting Pronouncements

There have been no recently issued accounting standards adopted during the period which had a material impact on the Company's financial statements.

There are no recently issued accounting standards that are expected to have a material impact on our results of operations, financial condition, or cash flows.

11

Note 2. 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 with the first quarter of 2024, the Company changed its segment reporting structure and reports its results of operations through the following two segments: Retail Media and Performance Media.
–Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

–Performance Media: This segment encompasses commerce activation, monetization, and services.

The Company's CODM allocates resources to and assesses the performance of each segment using information about Contribution excluding Traffic Acquisition Costs (Contribution ex-TAC), which is our segment profitability measure and reflects our gross profit plus other costs of revenue. The Company's CODM does not review any other financial information for our two segments, on a regular basis.
The following table shows revenue by reportable segment:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Retail Media$60,765 $49,813 $166,414 $132,424 
Performance Media398,127 419,380 1,213,840 1,250,719 
Total Revenue$458,892 $469,193 $1,380,254 $1,383,143 

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:

Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Contribution ex-TAC
Retail Media$59,583 $48,436 $163,618 $129,306 
Performance Media206,520 196,959 623,466 576,924 
$266,103 $245,395 $787,084 $706,230 
Other costs of sales(34,171)(40,268)(105,084)(119,812)
Gross profit$231,932 $205,127 $682,000 $586,418 
Operating expenses
Research and development expenses(85,285)(62,522)(211,782)(193,887)
Sales and operations expenses(90,823)(94,572)(278,734)(308,325)
General and administrative expenses(46,222)(36,599)(134,590)(95,306)
Total Operating expenses$(222,330)$(193,693)$(625,106)$(597,518)
Income (loss) from operations$9,602 $11,434 $56,894 $(11,100)
Financial and Other Income (Expense)(8)(2,967)889 2,008 
Income (loss) before tax$9,594 $8,467 $57,783 $(9,092)
12

Note 3. Financial Instruments

Fair Value Measurements
We classify our cash, cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or pricing models with observable inputs to determine their fair value. Our term deposits are comprised primarily of interest-bearing term deposits and mutual funds. Interest-bearing and term bank deposits are considered Level 2 financial instruments as they are measured using valuation techniques based on observable market data. Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data.
September 30, 2024December 31, 2023
Cash and Cash EquivalentMarketable SecuritiesCash and Cash EquivalentMarketable Securities
(in thousands)
Level 1
Cash and cash equivalents$180,321 $— $285,518 $— 
Level 2
   Term deposits and notes28,419 28,608 50,823 22,545 
Total$208,740 $28,608 $336,341 $22,545 

The fair value of term deposits approximates their carrying amount given the nature of the investments, its maturities and expected future cash flows.
Marketable Securities
The following table presents for each reporting period, the breakdown of the fair value of marketable securities:
September 30, 2024December 31, 2023
(in thousands)
Securities Held-to-maturity
Term Deposits28,608 22,545 
Total$28,608 $22,545 

The gross unrealized gains on our marketable securities were not material as of September 30, 2024.
The following table classifies our marketable debt securities by contractual maturities:
Held-to-maturity
September 30, 2024
(in thousands)
Due in one year$23,010 
Due in one to five years5,598 
Total$28,608 
13

Restricted Cash

As of September 30, 2024, the Company has restricted cash of $75 million in an escrow account containing withdrawal conditions. The cash secures the Company's payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2023 fiscal year, as discussed further in Note 6..

Note 4. Trade Receivables
The following table shows the breakdown in trade receivables net book value for the presented periods:
September 30, 2024December 31, 2023
(in thousands)
Trade accounts receivables$681,350 $818,937 
(Less) Allowance for credit losses(35,067)(43,348)
Net book value at end of period$646,283 $775,589 
As of September 30, 2024 no customer individually exceeded 10% of our gross accounts receivables.
Note 5. Other Current and Non-Current Assets
The following table shows the breakdown in other current assets net book value for the presented periods:
September 30, 2024December 31, 2023
(in thousands)
Prepayments to suppliers$5,828 $7,499 
Other debtors9,439 7,279 
Prepaid expenses29,612 32,858 
Other current assets— 655 
Net book value at end of period$44,879 $48,291 
Prepaid expenses mainly consist of amounts related to SaaS arrangements largely for internal ERP systems
Other non-current assets of $62.2 million are primarily comprised of the indemnification asset of $49.1 million recorded against certain tax liabilities related to the purchase agreement for the Iponweb Acquisition.
14

Note 6. Other Current and Non-Current Liabilities
Other current liabilities are presented in the following table:
September 30, 2024December 31, 2023
(in thousands)
Earn out liability - current$54,640 $49,647 
Rebates28,408 23,315 
Deferred revenue and other customer prepayments15,981 25,925 
Accounts payable relating to capital expenditures5,799 3,346 
Other creditors4,290 2,319 
Total current liabilities$109,118 $104,552 
The earn out liability is related to the Iponweb Acquisition, whereas the Sellers are entitled to contingent consideration, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2023 fiscal year. The related earn-out liability is valued and discounted using management's best estimate of the consideration that is expected to be paid in the fourth quarter of 2024.

Other non-current liabilities are presented in the following table:
September 30, 2024December 31, 2023
(in thousands)
Uncertain tax positions$19,055 $16,785 
Other$1,481 $2,297 
Total non-current liabilities$20,536 $19,082 
The uncertain tax positions are primarily related to the Iponweb Acquisition.

15

Note 7. Leases
The components of lease expense are as follows:
Three Months EndedSeptember 30, 2024September 30, 2023
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$3,624 $6,786 $10,410 $3,419 $5,644 $9,063 
Short term lease expense287 — 287 200 13 213 
Variable lease expense431 65 496 289 14 303 
Sublease income(343)— (343)(277)— (277)
Total operating lease expense$3,999 $6,851 $10,850 $3,631 $5,671 $9,302 
Nine Months EndedSeptember 30, 2024September 30, 2023
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$10,839 $19,642 $30,481 $10,548 $16,844 $27,392 
Short term lease expense914 — 914 489 42 531 
Variable lease expense1,102 122 1,224 493 75 568 
Sublease income(1,152)— (1,152)(692)— (692)
Total operating lease expense$11,703 $19,764 $31,467 $10,838 $16,961 $27,799 

16

Note 8. Employee Benefits

Defined Benefit Plans
According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.
The following table summarizes the changes in the projected benefit obligation:
Projected benefit obligation
(in thousands)
Projected benefit obligation present value at January 1, 2023
$3,708 
Service cost
707 
 Interest cost
161 
 Curtailment(306)
Actuarial losses (gains)
(290)
Currency translation adjustment
143 
Projected benefit obligation present value at December 31, 2023
$4,123 
Service cost
518 
 Interest cost
119 
Actuarial losses (gains)
101 
Currency translation adjustment
77 
Projected benefit obligation present value at September 30, 2024
$4,938 
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:
Nine Months EndedYear Ended
September 30, 2024December 31, 2023
Discount rate (Corp AA)
3.8%3.9%
Expected rate of salary increase
7.0%7.0%
Expected rate of social charges
48.0%48.0%
Expected staff turnover
Company age-based tableCompany age-based table
Estimated retirement age
65 years old65 years old
Life table
TH-TF 2000-2002 shiftedTH-TF 2000-2002 shifted

17

Defined Contribution Plans
The total expense represents contributions payable to these plans by us at specified rates.
In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The main contributions relate to France, the United States (for 401k plans), and the United Kingdom.
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Defined contributions plans included in personnel expenses
$(4,684)$(4,694)$(14,974)$(14,308)
Note 9. Revenue

The following table presents our disaggregated revenues by segment:
Three Months EndedRetail MediaPerformance MediaTotal
(in thousands)
September 30, 2024$60,765 $398,127 $458,892 
September 30, 2023$49,813 $419,380 $469,193 
Nine Months EndedRetail MediaPerformance MediaTotal
(in thousands)
September 30, 2024$166,414 $1,213,840 $1,380,254 
September 30, 2023$132,424 $1,250,719 $1,383,143 

Note 10. Share-Based Compensation

Equity awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows:

Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Research and Development
$(44,461)$(44,438)
Sales and Operations
(15,703)(15,240)
General and Administrative
(22,029)(16,675)
Total equity awards compensation expense (1)
$(82,193)$(76,353)
Tax benefit from equity awards compensation expense7,920 6,084 
Total equity awards compensation expense, net of tax effect$(74,273)$(70,269)

(1) The nine months ended September 30, 2024 are presented net of $2.9 million capitalized stock-based compensation relating to internally developed software.
18


The breakdown of the equity award compensation expense by instrument type was as follows:

Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Share options$(46)$(80)
Lock-up shares(29,790)(28,326)
Restricted stock units / Performance stock units(51,058)(46,519)
Non-employee warrants(1,299)(1,428)
Total equity awards compensation expense (1)
$(82,193)$(76,353)
Tax benefit from equity awards compensation expense7,920 6,084 
Total equity awards compensation expense, net of tax effect$(74,273)$(70,269)

(1) Presented net of $2.9 million capitalized stock-based compensation relating to internally developed software.

A detailed description of each instrument type is provided below.


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.
In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

Options Outstanding
Number of Shares Underlying Outstanding OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding as of December 31, 2023
319,238 
Options granted— 
Options exercised(79,993)
Options forfeited(9,439)
Options canceled— 
Options expired(6,320)
Outstanding as of September 30, 2024
223,486 
Vested and exercisable as of September 30, 2024
223,486 €18.72 4.62€17.94 

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. No new stock options were granted in the period ending September 30, 2024. As of September 30, 2024, there was no remaining unrecognized stock-based compensation related to unvested stock options.



19

Lock up shares

On August 1, 2022, 2,960,243 treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS"), as partial consideration for the Iponweb Acquisition. These shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changes or the Founder's employment agreement is terminated under certain circumstances during the duration of such lock-up period. These shares are considered as share-based compensation under ASC 718 and are 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. The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty (20) trading days immediately preceding July 28, 2022.

SharesWeighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023
1,953,761 — 
Granted— — 
Vested(1,351,880)— 
Forfeited— — 
Outstanding as of September 30, 2024
601,881 $23.73 


During the three-month period ended September 30, 2024, the Company repurchased 640,000 shares, upon the expiration of the lock-up for approximately $30.0 million, as part of our share buy-back program. The shares were repurchased at fair market value based on the Nasdaq closing price. This resulted in additional share-based compensation expense of $13.3 million in the Consolidated Statement of Income.

As of September 30, 2024, the Company had unrecognized stock-based compensation relating to these lock up share awards of approximately $4.4 million, which is expected to be recognized over a period from October 1, 2024 to August 1, 2025.

Restricted Stock Units and Performance Stock Units

During the nine months ended September 30, 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. In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

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Shares (RSU)Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023
5,293,263 — 
Granted1,492,022 — 
Vested(1,595,513)— 
Forfeited(294,566)— 
Outstanding as of September 30, 2024
4,895,206 €30.86 

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 1,492,022 shares have been granted under this plan, with a weighted-average grant-date fair value of €30.86.

As of September 30, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $89.6 million, which is expected to be recognized over a weighted-average period of 3.3 years.

Performance Stock Units

Performance stock units are subject to either a performance condition or a market condition.

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 €30.54 per share for a total fair value of approximately $18.9 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 — 
Granted568,081 — 
Performance share adjustment
64,152 
Vested(202,637)— 
Forfeited— — 
Outstanding as of September 30, 2024
1,089,991 €30.54 

As of September 30, 2024, the Company had unrecognized stock-based compensation related to performance stock units of approximately $19.5 million, which is expected to be recognized over a weighted-average period of 3.2 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 $13.7 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:
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Expected volatility of the Company42.73 %
Expected volatility of the benchmark71.18 %
Risk-free rate4.27 %
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
— — 
Granted268,226 — 
Vested— — 
Forfeited— — 
Outstanding as of September 30, 2024
268,226 €47.42 
As of September 30, 2024, a total of $3.4 million expense has been recognized and the Company had unrecognized stock-based compensation related to performance stock units based of market conditions of $10.5 million, which is expected to be recognized over a period from October 1, 2024 to March 1, 2027.
Non-employee warrants

Non-employee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.

SharesWeighted-Average Grant date Fair Value Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding as of December 31, 2023
244,457 
Granted— 
Exercised(84,560)
Canceled— 
Expired— 
Outstanding as of September 30, 2024
159,897 €16.59 3.80€20.11 
Vested and exercisable - September 30, 2024
159,897 

The aggregate intrinsic value represents the difference between the exercise price of the non-employee warrants and the fair market value of common stock on the date of exercise.

No new stock non-employee warrants were granted in the period ending September 30, 2024. As of September 30, 2024 all instruments have fully vested.


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Note 11. Financial and Other Income and Expenses
The condensed consolidated statements of income line item “Financial and Other income (Loss)” can be broken down as follows:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Financial income from cash equivalents$1,432 $1,055 $5,261 $3,190 
Interest and fees(505)(437)(1,337)(1,500)
Foreign exchange losses
(901)(1,731)(1,459)(4,683)
Discounting impact(8)(1,593)(1,774)(3,692)
Other financial income
(26)(261)198 8,693 
Total Financial and Other Income (Expense)
$(8)$(2,967)$889 $2,008 
The $0.9 million in financial and other income for the nine months ended September 30, 2024, were mainly driven by financial income from cash equivalents, partially offset by a negative impact of foreign exchange losses and the change in the accretion of the earn-out liability related to the Iponweb Acquisition.
As of September 30, 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.
Note 12. Income Taxes
The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.
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. While the adoption of Pillar Two did not have a material impact on the nine months ended September 30, 2024, the Company will continue to assess the ongoing impact as additional guidance becomes available.
The following table presents provision for income taxes:
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Provision for income tax (expense) benefit$(15,014)$1,685 
For the nine months ended September 30, 2024, the provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application the reduced income tax rate on the majority of the technology royalties income in France and nondeductible equity awards compensation expense.

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Note 13. Earnings Per Share

Basic Earnings (Loss) Per Share
We calculate basic earnings (loss) per share ("EPS") by dividing the net income or loss for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income (loss) attributable to shareholders of Criteo S.A.
$6,245 $6,927 $40,476 $(7,758)
Weighted average number of shares outstanding54,695,112 56,297,666 54,840,650 56,173,218 
Basic earnings (loss) per share
$0.11 $0.12 $0.74 $(0.14)
Diluted Earnings (Loss) Per Share
We calculate diluted earnings (loss) per share by dividing the net income or loss 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 (refer to Note 10). For the nine months ended September 30, 2023, the Company reported a net loss hence basic net loss per share was the same as diluted net loss per share, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.
For each period presented, a contract to issue a certain number of shares (i.e., share option, non-employee warrant, employee warrant ("BSPCE") was assessed as potentially dilutive if it was “in the money” (i.e., the exercise or settlement price is lower than the average market price).
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income (loss) attributable to shareholders of Criteo S.A.
$6,245 $6,927 $40,476 $(7,758)
Basic shares :
Weighted average number of shares outstanding of Criteo S.A.54,695,112 56,297,666 54,840,650 56,173,218 
Dilutive effect of :
Restricted share awards ("RSUs")3,080,895 3,718,688 2,947,233 — 
Lock-up shares ('LUSs")
472,956 967,941 949,255 — 
Share options and BSPCE121,177 103,221 112,102 — 
Share warrants59,993 53,378 60,712 — 
Diluted shares :
Weighted average number of shares outstanding used to determine diluted earnings per share58,430,133 60,172,953 58,909,952 56,173,218 
Diluted earnings (loss) per share
$0.11 $0.12 $0.69 $(0.14)
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:
Nine Months Ended
September 30, 2024September 30, 2023
Restricted share awards303,261 165,940 
Share options and BSPCE— — 
Weighted average number of anti-dilutive securities excluded from diluted earnings per share303,261 165,940 

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Note 14. Commitments and 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 ($42.8 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.

Non-income tax risks
We have recorded a $31.9 million provision related to certain non-income tax items accounted for as a contingency under ASC 450. These risks were identified and recognized as part of the Iponweb Acquisition. We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the Framework Purchase Agreement (FPA). The indemnification asset is recorded as part of "Other non current assets" on the consolidated statement of financial position.
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Note 15. Breakdown of Revenue and Non-Current Assets by Geographical Areas
The Company operates in the following three geographical markets:
•    Americas (North and South America);
•    EMEA (Europe, Middle-East and Africa); and
•    Asia-Pacific.
The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns or of the retailers.
Three Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$206,816 $161,745 $90,331 $458,892 
September 30, 2023$219,667 $158,756 $90,770 $469,193 
Nine Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$617,555 $493,083 $269,616 $1,380,254 
September 30, 2023$616,418 $482,939 $283,786 $1,383,143 
Revenue generated in other significant countries where we operate is presented in the following table:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Americas
United States$185,864 $199,270 $553,867 $557,116 
EMEA
Germany$48,128 $46,391 $146,881 $140,592 
France$20,888 $23,423 $64,836 $71,130 
Asia-Pacific
Japan$49,763 $49,213 $151,760 $162,767 
For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities.
AmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$74,080 $199,948 $13,197 $287,225 
December 31, 2023$89,355 $202,969 $15,058 $307,382 
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Note 16. Subsequent Events

The Company evaluated all subsequent events that occurred after September 30, 2024 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure.
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Item 2. 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 the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission ("SEC"), on February 23, 2024. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("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 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 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..

We report our segment results as Retail and Performance Media:

•Retail Media encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

•Performance Media segment encompasses commerce activation, monetization, and services.






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Current quarter financial highlights
For the three months ended September 30, 2024, revenue decreased by (2)% to $458.9 million, compared to the same period in the prior year, primarily driven by lower Performance Media, partially offset by growth in Retail Media. At constant currency, revenue decreased by (2)%.
Gross profit for the three months ended September 30, 2024 increased by 13% to $231.9 million, compared to the same period in the prior year, mainly due to lower traffic acquisition costs, partially offset by lower revenue.
Contribution ex-TAC for the three months ended September 30, 2024 increased by 8% to $266.1 million, compared to the same period in the prior year, driven by growth across both segments. At constant currency, Contribution ex-TAC increased by 9%.
Net income for the three months ended September 30, 2024 decreased to $6.1 million, primarily due an increase of operating expenses, partially offset by an increase in gross profit.
Adjusted EBITDA for the three months ended September 30, 2024 increased by 20% to $82.0 million, compared to the same period in the prior year, primarily due to higher Contribution ex-TAC, partially offset by an increase in operating expenses.

Cash flow from operating activities was $57.5 million for the three months ended September 30, 2024, compared to $19.6 million in the same period in the prior year, as a result of the positive trends in our income from operations.
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 of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in our subsequent quarterly reports on Form 10-Q.
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 conflicts in Ukraine and the Middle East, inflation, and fluctuating interest rates. The economic uncertainty resulting from these factors may negatively impact advertising demand, consumer behavior, and to some extent, our performance.

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. We are monitoring these macroeconomic conditions closely and may continue to take actions in response to such conditions to the extent they adversely affect our business.

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.

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.
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We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

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 recently announced 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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Results of Operations for the Periods Ended September 30, 2024 and September 30, 2023 (Unaudited)
Revenue

Revenue breakdown by segment
 Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
 change		September 30, 2024September 30, 2023%
 change
(in thousands, except percentages)
Revenue as reported458,892 469,193 (2)%1,380,254 1,383,143 —%
Conversion impact U.S. dollar/other currencies1,698 18,110 
Revenue at constant currency $460,590 $469,193 (2)%1,398,364 1,383,143 1%
Retail Media revenue as reported 60,765 49,813 22%166,414 132,424 26%
Conversion impact U.S. dollar/other currencies98 (60)
Retail Media revenue at constant currency $60,863 $49,813 22%$166,354 $132,424 26%
Performance Media revenue as reported398,127 419,380 (5)%1,213,840 1,250,719 (3)%
Conversion impact U.S. dollar/other currencies1,601 18,171 
Performance Media revenue at constant currency $399,728 $419,380 (5)%$1,232,011 $1,250,719 (1.5)%


Revenue for the three months ended September 30, 2024 decreased (2)%, or (2)% on a constant currency basis, to $460.6 million compared to the three months ended September 30, 2023 reflecting lower Performance Media, partially offset by growth in Retail Media.

In the three months ended September 30, 2024, 92% of revenue came from existing clients while 8% came from new client additions.

Retail Media revenue increased 22%, or 22% on a constant currency basis, to $60.9 million for the three months ended September 30, 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.

Performance Media revenue decreased (5)%, or decreased (5)% on a constant currency basis, to $399.7 million for the three months ended September 30, 2024, driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued strength in travel and classifieds.

Additionally, our $458.9 million of revenue for the three months ended September 30, 2024 was negatively impacted by $1.7 million of currency fluctuations.

Revenue for the nine months ended September 30, 2024 decreased (0.2)%, or 1% on a constant currency basis, to $1,398.4 million compared to the nine months ended September 30, 2023 reflecting growth in Retail Media and Performance Media.

In the nine months ended September 30, 2024, 92% of revenue came from existing clients while 8% came from new client additions.

Retail Media revenue increased 26%, or 26% on a constant currency basis, to $166.4 million for the nine months ended September 30, 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.

Performance Media revenue decreased (3)%, or decreased (1.5)% on a constant currency basis, to $1,232.0 million
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for the nine months ended September 30, 2024, driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued strength in travel and classifieds.

Additionally, our $1,380.3 million of revenue for the nine months ended September 30, 2024 was negatively impacted by $18.1 million of currency fluctuations, particularly as a result of the depreciation of the Euro, the Japanese Yen, the Brazilian Real, and the Korean Won compared to the U.S. dollar.

Revenue breakdown by region
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
 change		September 30, 2024September 30, 2023%
 change
(in thousands, except percentages)
Revenue as reported458,892 469,193 (2)%1,380,254 1,383,143 —%
Conversion impact U.S. dollar / other currencies1,698 — 18,110 — 
Revenue at constant currency $460,590 $469,193 (2)%$1,398,364 $1,383,143 1%
Americas
Revenue as reported206,816 219,667 (6)%617,555 616,418 0%
Conversion impact U.S. dollar / other currencies1,497 — 1,301 — 
Revenue at constant currency
$208,313 $219,667 (5)%$618,856 $616,418 —%
EMEA
Revenue as reported161,745 158,756 2%493,083 482,939 2%
Conversion impact U.S. dollar / other currencies(1,789)— 205 — 
Revenue at constant currency
$159,956 $158,756 1%$493,288 $482,939 2%
Asia-Pacific
Revenue as reported90,331 90,770 —%269,616 283,786 (5)%
Conversion impact U.S. dollar / other currencies1,990 — 16,604 — 
Revenue at constant currency$92,321 $90,770 2%$286,220 $283,786 0.9%
Our revenue in the Americas region decreased (6)%, or (5)% on a constant currency basis, to $208.3 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This primarily reflects lower lower spend in our media trading marketplace and supply and soft Retail trends, partially offset by continued strength in Travel and Classifieds in Performance Media, as well as continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands.

Our revenue in EMEA increased 2%, or 1% on a constant currency basis, to $160.0 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, reflecting continued traction in Retail Media and continued strength in Travel and Classifieds, partially offset by lower revenues in France.

Our revenue in the Asia-Pacific region decreased (0.5)%, or increased 2% on a constant currency basis, to $92.3 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, reflecting improved trends in Classified and solid trends in Travel and Retail in the region.

Our revenue in the Americas region increased 0.2%, or 0.4% on a constant currency basis, to $618.9 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This primarily reflects continued strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands and strong Classified trends in the region.

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Our revenue in EMEA increased 2%, or 2% on a constant currency basis, to $493.3 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, reflecting continued traction in Retail Media and continued strength in Travel, partially offset by lower revenues in France.

Our revenue in the Asia-Pacific region decreased (5)%, or increased 1% on a constant currency basis, to $286.2 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, reflecting solid Retail and Travel trends, partially offset by soft trends in Classified in the region.



Cost of Revenue
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
 change		September 30, 2024September 30, 2023%
 change
(in thousands, except percentages)
Traffic acquisition costs 192,789 223,798 (14)%593,170 676,913 (12)%
Other cost of revenue 34,171 40,268 (15)%105,084 119,812 (12)%
Total cost of revenue$226,960 $264,066 (14)%$698,254 $796,725 (12)%
% of revenue49 %56 %51 %58 %
Gross profit %51 %44 %49 %42 %
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
change		%
 change at Constant Currency		September 30, 2024September 30, 2023%
change		%
change
 at Constant Currency
(in thousands, except percentages)
Retail Media
1,182 1,377 (14)%(14)%2,796 3,118 (10)%(10)%
Performance Media191,607 222,421 (14)%(13)%590,374 673,795 (12)%(11)%
Traffic Acquisition Costs$192,789 $223,798 (14)%(13)%$593,170 $676,913 (12)%(11)%

Cost of revenue for the three months ended September 30, 2024 decreased $(37.1) million, or (14)%, compared to the three months ended September 30, 2023. This decrease was primarily the result of a decrease of $(31.0) million, or (14)% (or (13)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decrease of $(6.1) million, or (15)% in other cost of revenue.

Traffic acquisition costs in Retail Media decreased by (14)%, or (14)% at constant currency, compared to the three months ended September 30, 2023.

Traffic acquisition costs in Performance Media decreased by (14)%, or (13)% at constant currency, compared to the three months ended September 30, 2023. This was driven by a (20)% decrease (or (20)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and an 8% increase in the number of impressions we purchased.
The decrease in other cost of revenue included a decrease in depreciation of servers, offset by other hosting costs.
33

Cost of revenue for the nine months ended September 30, 2024 decreased $(98.5) million, or (12)%, compared to the nine months ended September 30, 2023. This decrease was primarily the result of a decrease of $(83.7) million, or (12)% (or (11)% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decrease of $(14.7) million, or (12)% in other cost of revenue.

Traffic acquisition costs in Retail Media decreased by (10)%, or (10)% at constant currency, compared to the nine months ended September 30, 2023.

Traffic acquisition costs in Performance Media decreased by (12)%, or (11)% at constant currency, compared to the nine months ended September 30, 2023. This was driven by a (17)% decrease (or (15)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 5% increase in the number of impressions we purchased.
The decrease in other cost of revenue included a decrease in depreciation of servers, offset by other hosting costs.

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 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 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 GAAP financial measures.

The below table provides a reconciliation of Contribution ex-TAC to gross profit:

Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Gross Profit$231,932 $205,127 $682,000 $586,418 
Other Cost of Revenue34,171 40,268 105,084 119,812 
Contribution ex-TAC $266,103 $245,395 $787,084 $706,230 

We consider Contribution ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing our Contribution ex-TAC on an absolute basis over maximizing our near-term gross margin. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of our Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. As part of this focus, we continue to invest in building preferred relationships with direct publishers and pursue access to leading advertising exchanges.
34

The following table sets forth our revenue and Contribution ex-TAC by segment:

Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
change		%
 change at Constant Currency		September 30, 2024September 30, 2023%
change		%
 change at Constant Currency
(amounts in thousands, except percentages)
Revenue
Retail Media$60,765 $49,813 22%22%$166,414 $132,424 26%26%
Performance Media398,127 419,380 (5)%(5)%1,213,840 1,250,719 (3)%(1.5)%
Total$458,892 $469,193 (2)%(2)%$1,380,254 $1,383,143 —%1%
Contribution ex-TAC
Retail Media$59,583 $48,436 23%23%$163,618 $129,306 27%26%
Performance Media206,520 196,959 5%5%623,466 576,924 8%10%
Total$266,103 $245,395 8%9%$787,084 $706,230 11%13%

Contribution ex-TAC increased $20.7 million, or 8% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase in Contribution ex-TAC was driven by growth in both segments.

Contribution ex-TAC increased $80.9 million, or 11% for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. The increase in Contribution ex-TAC was driven by growth in both segments.

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Constant Currency Reconciliation
Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
change		September 30, 2024September 30, 2023%
change
(amounts in thousands, except percentages)
Gross Profit as reported$231,932 $205,127 13%$682,000 $586,418 16%
Other cost of revenue as reported34,171 40,268 (15)%105,084 119,812 (12)%
Contribution ex-TAC as reported266,103 245,395 8%787,084 706,230 11%
Conversion impact U.S. dollar/other currencies534 — 9,858 — 
Contribution ex-TAC at constant currency266,637 245,395 9%796,942 706,230 13%
Contribution ex-TAC/Revenue as reported58 %52 %57 %51 %
Traffic acquisition costs as reported192,789 223,798 (14)%593,170 676,913 (12)%
Conversion impact U.S. dollar/other currencies1,164 — 8,253 — 
Traffic Acquisition Costs at constant currency193,953 223,798 (13)%601,423 676,913 (11)%
Revenue as reported458,892 469,193 (2)%1,380,254 1,383,143 —%
Conversion impact U.S. dollar/other currencies1,698 — 18,110 — 
Revenue at constant currency$460,590 $469,193 (2)%$1,398,364 $1,383,143 1%









36

Research and Development Expenses
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
change		September 30, 2024September 30, 2023%
change
(in thousands, except percentages)
Research and development expenses$85,285 $62,522 36%$211,782 $193,887 9%
% of revenue19 %13 %15 %14 %
Research and development expenses for the three months ended September 30, 2024, increased $22.8 million or 36% compared to the three months ended September 30, 2023. This increase was related to an increase in share-based compensation expense related to the Iponweb lock-up shares (see Note 10), an increase in amortization, and impairment of certain intangible assets.
Research and development expenses for the nine months ended September 30, 2024, increased $17.9 million or 9% compared to the nine months ended September 30, 2023. This increase was mainly related to an increase in amortization, impairment of certain intangible assets, and headcount-related costs.

Sales and Operations Expenses
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
change		September 30, 2024September 30, 2023%
change
(in thousands, except percentages)
Sales and operations expenses$90,823 $94,572 (4)%$278,734 $308,325 (10)%
% of revenue20 %20 %20 %22 %
Sales and operations expenses for the three months ended September 30, 2024 decreased $(3.7) million or (4)% compared to the three months ended September 30, 2023. This decrease was mainly related to a decrease in headcount-related costs and a decrease in bad debt expense partially offset by third-party services and marketing costs.
Sales and operations expenses for the nine months ended September 30, 2024 decreased $(29.6) million or (10)% compared to the nine months ended September 30, 2023. This decrease was mainly related to a decrease in headcount-related costs, a decrease in bad debt expense partially offset by an increase in marketing costs.

General and Administrative Expenses
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
change		September 30, 2024September 30, 2023%
change
(in thousands, except percentages)
General and administrative expenses$46,222 $36,599 26%$134,590 $95,306 41%
% of revenue10 %8 %10 %7 %
General and administrative expenses for the three months ended September 30, 2024, increased $9.6 million or 26%, compared to the three months ended September 30, 2023. The increase primarily related to third party services and an increase in share-based compensation.
37

General and administrative expenses for the nine months ended September 30, 2024, increased $39.3 million or 41%, compared to the nine months ended September 30, 2023. The increase was mainly related to the partial reversal of the loss contingency on regulatory matters in 2023 and an increase to third-party services.

Financial and Other Income
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
change		September 30, 2024September 30, 2023%
change
(in thousands, except percentages)
Financial and Other Income (Expense)
$(8)$(2,967)(100)%$889 $2,008 (56)%
% of revenue0 %(1)%0 %0 %
Financial and Other Expenses for the three months ended September 30, 2024, decreased by $3.0 million or 100% compared to the three months ended September 30, 2023. The decrease was mainly related to financial income from cash and cash equivalents, a positive change in foreign exchange loss, and the accretion of the earn-out liability related to the Iponweb Acquisition.
Financial and Other Income for the nine months ended September 30, 2024, decreased by $(1.1) million or (56)% compared to the nine months ended September 30, 2023. The decrease was due to the disposal of non consolidated investments during the three months ended March 31, 2023, partially offset by income from cash equivalents, the accretion of the earn-out liability related to the Iponweb Acquisition, and income from cash equivalents.
As of September 30, 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.

Provision for Income Taxes
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023%
change		September 30, 2024September 30, 2023%
change
(in thousands, except percentages)
Provision for income tax (expense) benefit$(3,450)$(1,832)88%$(15,014)$1,685 (991)%

Provision for income tax expense for the three months ended September 30, 2024, increased $1.6 million or 88% compared to the three months ended September 30, 2023. The increase of the income tax provision was driven by higher Contribution ex-Tac.
Provision for income tax expense for the nine months ended September 30, 2024, increased $16.7 million or (991)% compared to the nine months ended September 30, 2023. The increase was driven by higher Contribution ex-TAC.
The provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France and nondeductible equity awards compensation expense.

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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, and certain acquisition costs. Adjusted EBITDA is not a measure calculated in accordance with 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, and certain acquisition costs 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 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 GAAP financial results, including net income.
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands, except percentages)
Net Income (loss)$6,144 $6,635 $42,769 $(7,407)
Adjustments:
Financial (Income) expense8 2,958 (889)(1,692)
Provision for income taxes (benefit)3,450 1,832 15,014 (1,685)
Equity awards compensation expense34,863 24,323 84,032 78,219 
Pension service costs174 179 518 532 
Depreciation and amortization expense25,684 24,648 75,679 76,574 
Acquisition-related costs1,961 86 1,961 1,281 
Net loss contingency on regulatory matters— (51)— (21,667)
Restructuring, integration and transformation costs9,717 7,833 27,026 38,998 
Total net adjustments75,857 61,808 203,341 170,560 
Adjusted EBITDA
$82,001 $68,443 $246,110 $163,153 
The following table presents our Adjusted EBITDA on a comparative basis:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023% changeSeptember 30, 2024September 30, 2023% change
(in thousands, except percentages)
Adjusted EBITDA$82,001 $68,443 20%$246,110 $163,153 51%
Adjusted EBITDA increased $13.6 million, or 20%, for the three months ended September 30, 2024 compared to the three months ended September 30, 2023, primarily due to higher Contribution ex-TAC partially offset by an increase in operating expenses.
Adjusted EBITDA increased $83.0 million, or 51%, for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, primarily due to higher Contribution ex-TAC.
39

Liquidity and Capital Resources
Our cash and cash equivalents and restricted cash at September 30, 2024 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $284.0 million as of September 30, 2024. The $(127.4) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2023, primarily resulted from a decrease of $(154.4) million in cash used for financing activities, a decrease of $(59.0) million in cash used for investing activities partially offset by an increase of $88.7 million in cash provided by operating activities over the period. 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 that are currently providing only a minimal return.
As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($455.7 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of September 30, 2024, provides total liquidity above $710.8 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2024, enables financial flexibility.
Share buy-back programs
In December 2021, we completed a $100.0 million share repurchase program. In 2022, we completed an additional $136.0 million share repurchase program, and in 2023, we completed an additional $125.0 million share repurchase program. For the nine months ended September 30, 2024, we have repurchased $157.5 million of shares.
All above programs have been implemented under our multi-year authorization granted by our Board of Directors. On February 1, 2024, this authorization was extended to a total amount of $630.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.
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.
Operating and Capital Expenditure Requirements
For the nine months ended September 30, 2024 and 2023, our capital expenditures were $(53.2) million and $(94.6) million, respectively. During the nine months ended September 30, 2024, these capital expenditures were mainly comprised of acquisitions of data centers, server equipment, and software development costs. We expect our capital expenditures to remain at around 7% of Contribution ex-TAC for 2024, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we increase our investments to further develop our Commerce Media Platform.
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.
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.
40

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 the three month period ended September 30, 2024 and September 30, 2023:
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Cash (used for) from operating activities $88,707 $62,906 
Cash (used for) from investing activities$(58,966)$(104,199)
Cash (used for) from financing activities$(154,355)$(124,858)
Operating Activities
Cash from operating activities was driven by the increased performance of our operations, primarily due to higher Contribution ex-TAC partially offset by an increase in operating expenses. Cash flow from operating activities has typically been generated from changes in our operating assets and liabilities, particularly in the areas of accounts receivable, accounts payable and accrued expenses, adjusted for certain non-cash and non-operating items such as depreciation, amortization and share-based compensation, deferred tax assets and income taxes.
For the nine months ended September 30, 2024, net cash provided by operating activities mostly consisted of net income adjusted for certain non-cash and non-operating items, such as amortization and provision expense of $67.1 million, and equity awards compensation expense of $82.2 million, partially offset by $(90.1) million of changes in working capital. The increase in cash flow from operating activities during the nine months ended September 30, 2024, compared to the same period in 2023, was mainly due to higher net income.
Investing Activities
Our investing activities to date consisted primarily of purchases of servers and other data-center equipment, software development costs, and business acquisitions. For the nine months ended September 30, 2024, net cash used for investing activities was $(59.0) million, primarily driven by purchases of data-center and capitalized software development costs of $(53.2) million, and a $(5.2) million change from the maturity of investments in Marketable Securities.
Cash used for investing activities decreased during the nine months ended September 30, 2024, compared to the same period in 2023, due to lower capital expenditures for our data centers compared to the previous period, and due to proceeds from the sale of a non consolidated investment during the three months ended March 31, 2023.
Financing Activities
For the nine months ended September 30, 2024, net cash used for financing activities was $(154.4) million, due to the repurchasing of shares of $(157.5) million. The increase in cash used for financing activities during the nine months ended September 30, 2024, compared to the same period in 2023, was mostly due to an increase in the amount of shares repurchased.

41

Critical Accounting Policies and Estimates
There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Recently Issued Pronouncements
See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2024.
42

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk
We are mainly exposed to foreign currency exchange rate fluctuations. There have been no material changes to our exposure to market risk during the nine months ended September 30, 2024.
    
For a description of our foreign exchange risk, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - B. Liquidity and Capital Resources" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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 Condensed Consolidated Statements of Income as follows:
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
GBP/USD +10%-10%+10%-10%
Net income (loss) impact $383 $(383)$(244)$244 
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
BRL/USD +10%-10%+10%-10%
Net income (loss) impact $217 $(217)$126 $(126)
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
JPY/USD +10%-10%+10%-10%
Net income (loss) impact $2,966 $(2,966)$832 $(832)
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
EUR/USD +10%-10%+10%-10%
Net income (loss) impact $1,959 $(1,959)$(3,636)$3,636 

Credit Risk and Trade receivables
For a description of our trade receivables, please see "Note 4. Trade Receivables" in the Notes to the Unaudited Condensed Consolidated Financial Statements.

43

Item 4. Controls and Procedures
Disclosure Controls and Procedures
Based on their evaluation as of September 30, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) 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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitation on Effectiveness of Controls and Procedures
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. 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 decision 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 may not be detected.

44

PART II
Item 1.    Legal Proceedings.
For a discussion of our legal proceedings, refer to Note 14. Commitments and contingencies.
Item 1A. Risk Factors.
You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. These risks and uncertainties 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 such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and 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. There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.


45

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the issuer and Affiliated Purchasers
The following table provides certain information with respect to our purchases of our ADSs during the third 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)
July 1 to 31, 2024263,641 $41.03 263,641 $155,484,463 
August 1 to 31, 2024
859,838 $47.03 859,838 $115,049,219 
September 1 to 30, 202483,945 $44.56 83,945 $111,307,372 
Total1,207,424 1,207,424 
(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.


Item 5. Other Information
Trading Plans
On September 13, 2024, Ryan Damon, the Company's Chief Legal and Transformation Officer, adopted a trading plan to sell up to 51,211 shares of Company stock between December 12, 2024 and May 30, 2025. Mr. Damon's trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company's policies regarding insider transactions.

On August 8, 2024, Brian Gleason, the Company's Chief Revenue Officer and President, Retail Media, adopted a trading plan to sell up to 54,720 shares of Company stock between November 8, 2024 and August 8, 2025. Mr. Gleason's trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company's policies regarding insider transactions.

During the three months ended September 30, 2024, no other 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.

46

Item 6. Exhibits
Exhibit Index
Incorporated by Reference
ExhibitDescriptionSchedule/ FormFile
Number		ExhibitFile
Date
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.
#    Filed herewith.
*    Furnished herewith.
47

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.
 (Registrant)
By:/s/ Sarah Glickman
Date: October 30, 2024
Name:Sarah Glickman
Title: Chief Financial Officer
 (Principal financial officer and duly authorized signatory)
48
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is made effective as of July 1, 2024 (“Effective Date”), by and between Criteo Corp. a Delaware corporation (“Company”) and Brian Gleason (“Executive”) (either party individually, a “Party”; collectively, the “Parties”). WHEREAS, Executive and Company previously executed the offer letter dated February 4, 2022, and effective April 1, 2022 (the “Offer Letter”), and WHEREAS, in connection with the promotion of Executive to Chief Revenue Officer and President, Retail Media on July 1, 2024, the Parties desire to amend and restate the terms of Executive’s employment with Company originally set forth in the Offer Letter and enter into this Agreement, including the Appendix attached hereto, the provisions of which are incorporated herein by reference (the “Appendix”), to set forth the terms and conditions of Executive’s employment by Company and to address certain matters related to Executive’s employment with Company; NOW, THEREFORE, in consideration of the foregoing and the mutual provisions contained herein, and for other good and valuable consideration, the Parties agree as follows: 1. Employment. Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein. 2. Duties. 2.1 Position. Executive is employed in the position set forth in Section 2.1 of the Appendix (the “Position”), and shall have the duties and responsibilities assigned by Company’s Chief Executive Officer (“CEO”) as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all those duties assigned to Executive. 2.2 Standard of Conduct/Full-time. During the term of this Agreement, Executive will act loyally and in good faith to discharge the duties of the Position, and will abide by all policies and decisions made by Company, as well as all applicable laws, regulations or ordinances. Executive will act solely on behalf of Company at all times. Executive shall devote Executive’s full business time and efforts to the performance of Executive’s assigned duties for Company, unless Executive notifies the CEO in advance of Executive’s intent to engage in other paid work and receives the CEO’s express written consent to do so. 2.3 Work Location. Executive’s principal place of work shall be located in the work location set forth in Section 2.3 of the Appendix or such other location as the parties may agree upon from time to time (the “Primary Work Location”). 3. Recoupment. Bonus, and other incentive and equity compensation paid or provided to Executive, whether pursuant to this Agreement or otherwise, shall be subject to the terms and conditions of such policy of recoupment or claw back of compensation as shall be adopted from time to time by the Company’s Board of Directors (the “Board”) or its Compensation Committee as it deems necessary or desirable, including for the purpose of complying with the requirements of Section 954 of the Dodd- Frank Wall Street Reform and Consumer Protection Act (providing for recovery of erroneously awarded compensation), Section 304 of the Sarbanes-Oxley Act of 2002 (providing for forfeiture of certain bonuses and profits), and any implementing rules and regulations of the U.S. Securities and Exchange Commission and applicable listing standards of a national securities exchange adopted in accordance with

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 2 of 21 any such Act (any such policy, the “[Additional ]Clawback Policy”) including that certain clawback policy adopted by the Board on October 26, 2023 (as amended from time to time, the “Current Clawback Policy”, together with the Additional Clawback Policy, the “Clawback Policy”) providing for the Company’s recoupment of erroneously awarded incentive-based compensation paid to executive officers under certain circumstances such as an accounting restatement, adopted for the purpose of complying with Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and the applicable listing standards of the Nasdaq Stock Market. Executive shall sign a Clawback Policy Acknowledgement, which is attached as Exhibit A to the Current Clawback Policy. The terms and conditions of the Clawback Policy, including any changes to the Clawback Policy put in place after the date of this Agreement, are hereby incorporated by reference into this Agreement. 4. At-Will Employment. Executive’s employment with Company is at-will and not for any specified period and may be terminated at any time, with or without cause (as defined below) or advance notice, by either Executive or Company subject to the provisions regarding termination set forth below in Section 8. Any change to the at-will employment relationship must be by specific, written agreement signed by Executive and Company, and must be approved by Company’s CEO and Board. Nothing in this Agreement is intended to or should be construed to contradict, modify or alter this at-will relationship or the Company’s ability to modify Executive’s position and duties at any time in its sole and absolute discretion. 5. Compensation. 5.1 Base Salary. As compensation for Executive’s performance of Executive’s duties hereunder, Company shall pay to Executive a base salary at the annual rate set forth in Section 5.1 of the Appendix (“Base Salary”), payable in equal monthly installments and in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions. 5.2 Equity. Subject to approval by the Board, Company may from time to time grant to Executive various forms of equity awards of, or related to, Company’s common stock (the “Equity Awards”), including the specific Equity Awards, if any, specified in Section 5.2 of the Appendix. The Equity Awards will be subject to the terms and conditions of the Criteo S.A. Amended 2016 Stock Option Plan, Criteo S.A. Amended and Restated 2015 Time-Based Restricted Stock Units Plan (the “RSU Plan”), Criteo S.A. Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (the “PSU Plan”), or any other subsequent employee equity plan approved in the future by the Board and, if applicable, Company’s stockholders, as designated by the Board (as amended from time to time, each a “Plan” or collectively the “Plans”). The Equity Awards will also be subject to the terms and conditions contained in the applicable forms of award agreement adopted by the Board and shall include certain vesting provisions described in this Agreement and/or in the applicable forms of award agreement. 5.3 Incentive Compensation. Executive will have the opportunity to earn incentive compensation subject to the terms and conditions contained in the Criteo Executive Bonus Plan which is approved by the Board and is subject to amendment from time to time by the Board in its sole and absolute discretion (a “Bonus”), subject to the express provisions, if any, set forth in Section 5.3 of the Appendix. Unless otherwise provided herein, the payment of any Bonus pursuant to this Section 5.3 shall be made in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and authorized payroll deductions.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 3 of 21 5.4 Performance and Salary Review. The Board will periodically review Executive’s performance on no less than an annual basis. Adjustments to salary or other compensation, if any, will be made by the Board in its sole and absolute discretion. 5.5 Additional Compensation Terms. Executive will be eligible to receive such additional compensation and/or benefits, if any, set forth in Section 5.5 of the Appendix. 6. Customary Fringe Benefits and Facilities. Executive will be eligible for all customary and usual fringe benefits generally available to executives of Company subject to the terms and conditions of Company’s benefit plan documents. Notwithstanding Company’s policies, Executive shall be entitled to annual paid vacation for the number of weeks set forth in Section 6 of the Appendix. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Executive; provided, however, that during the period of employment under this Agreement, Executive and Executive’s spouse and eligible dependents, if any, shall be entitled to receive all benefits of employment generally available to other senior executives of Company and those benefits for which key executives are or shall become eligible, when and as Executive becomes eligible therefore, including, without limitation, group health, life and disability insurance benefits and participation in Company’s 401(k) plan. 7. Business Expenses. Executive will be reimbursed for all reasonable and actual, out-of pocket business expenses incurred in the performance of Executive’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies. Any reimbursement Executive is entitled to receive shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to liquidation or exchange for another benefit. 8. Termination of Executive’s Employment. 8.1 Termination for Cause. Company may terminate Executive’s employment immediately at any time for Cause (as defined below). In the event that Executive’s employment is terminated in accordance with this Section, Executive shall be entitled to receive only unpaid Base Salary then in effect, prorated to the date of Executive’s termination of employment (the “Termination Date”), together with any amounts to which Executive is entitled pursuant to Section 6 and Section 7 of this Agreement (“Accrued Rights”). All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such termination for Cause. Executive shall not be entitled to receive the Severance Benefits described in Sections 8.2 or 9 below. 8.2 Involuntary Termination. In the event of any Involuntary Termination (as defined below), Executive shall be entitled to receive Executive’s Accrued Rights. In addition, subject to Section 8.7, Company shall provide Executive with the following (the “Severance Benefits”), and all other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such Involuntary Termination: (a) Cash Severance. Executive shall receive, on the sixtieth (60th) day following the Termination Date, a lump sum cash amount (less all applicable withholdings) equal to the sum of (i) the product of (x) the Months Base Salary Multiplier set forth in Section 8.2(a) of the Appendix and (y) Executive’s monthly Base Salary rate as then in effect (without giving effect to any reduction in

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 4 of 21 Base Salary amounting to Good Reason (as defined below)), (ii) an amount equal to the product of (x) the Annual Bonus Multiplier and (y) Executive’s annual Bonus pursuant to Section 5.3 of this Agreement for the calendar year during which the termination occurs, calculated based on the Bonus that would be paid to Executive if Executive’s employment had not terminated and if all performance-based milestones were achieved at the 100% level by both Company and Executive, such Bonus to be, solely for the purpose of defining Severance Benefits, and (iii) all Bonus amounts earned for completed performance periods prior to the Termination Date but which otherwise remain unpaid as of the Termination Date. (b) Continued Healthcare. (i) If Executive and Executive’s eligible dependents then participating in Company’s group health insurance plans timely elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Company shall pay the premiums for such coverage for Executive and Executive’s covered dependents through the earlier of (i) the COBRA Coverage Period Termination Date set forth in Section 8.2(b)(i) of the Appendix and (ii) the first date on which Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (the “COBRA Payment Period”). After Company ceases to pay premiums pursuant to the preceding sentence, Executive may, if eligible, elect to continue healthcare coverage at Executive’s expense in accordance the provisions of COBRA. (ii) Notwithstanding the foregoing, if Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended), then in lieu of providing the COBRA premiums, Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums. (c) Continuation of Vesting. Notwithstanding anything to the contrary in the applicable Plan, Executive will be entitled to continued vesting of outstanding unvested restricted stock units (“RSUs”) and outstanding unvested performance-based restricted stock units (“PSUs”) as if Executive remained employed with Company for six (6) months following the Termination Date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as determined by the Board in its reasonable discretion), provided that Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release (as defined below); provided that, in all instances, the free shares relating to any RSUs and PSUs that become vested during the six (6) months following the Termination Date pursuant to this Section 8.2(c) shall be delivered to Executive at the time(s) set forth in the applicable award agreement evidencing such RSUs and PSUs. Executive acknowledges and agrees that any RSUs or PSUs that may become vested pursuant to the terms of this Section 8.2(c) will be subject to a holding period until the second anniversary of the date of grant of the applicable Equity Award, as required by French law and the terms of the RSU Plan and the PSU Plan, as applicable, and that the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period. The award agreements

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 5 of 21 pursuant to which Executive’s Company equity awards are granted shall contain provisions that are consistent with those set forth in this Section 8.2(c). 8.3 Acceleration of Vesting Based upon a Change in Control Followed Involuntary Termination. In the event of (i) a Change in Control and (ii) a subsequent Involuntary Termination that occurs within one year of such Change in Control, the vesting of all then unvested Equity Awards previously granted to Executive shall accelerate to the extent set forth below, provided Executive has complied with all aspects of this Agreement including the execution and non-revocation of the Release. Any unvested RSUs and PSUs shall vest in full; provided, however, that the PSUs shall vest in the amount that would become vested assuming achievement of the target level of performance; and provided further, however, that, in all instances, (x) the provisions of the RSU Plan and PSU Plan which prohibit the acceleration or shortening of the minimum vesting period of one year will continue to apply, such that no RSUs or PSUs granted within the one-year period prior to the Termination Date will vest within one (1) year of grant date (but, in such event, any such unvested RSUs or PSUs will continue to vest as if the executive remained employed with Company for up to twelve (12) months following such Involuntary Termination to enable those unvested shares to also ultimately accelerate and vest under this paragraph), and (y) any PSUs or RSUs that may become so vested pursuant to this Section 8.3 will be subject to a holding period until the second anniversary of the date of grant of the award, as required by French law and the terms of the Plans, as applicable, and the free shares relating to such vested RSUs or PSUs will be definitively acquired by Executive no earlier than the expiration of the required holding period. The award agreements pursuant to which Executive’s Company equity awards are granted shall contain provisions that are consistent with those set forth in this Section 8.3. 8.4 Termination upon Disability. Company may terminate Executive’s employment with Company at any time following Executive’s Disability (as defined below). Upon termination following Disability, Executive shall be entitled to receive Executive’s Accrued Rights. In addition, subject to Section 8.7, Company shall provide Executive with the Disability Benefits, if any, set forth in Section 8.4 of the Appendix. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such termination. Executive shall not be entitled to receive the Severance Benefits described in Section 8.2 above. 8.5 Termination upon Death. Executive’s employment shall terminate automatically upon Executive’s death. Upon termination as a result of Executive’s death, Executive’s estate or designated beneficiaries shall be entitled to receive Executive’s Accrued Rights. In addition, Executive’s estate or designated beneficiaries shall be entitled to the Death Benefits, if any, set forth in Section 8.5 of the Appendix. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished on the date of death. Executive shall not be entitled to receive the Severance Benefits described in Section 8.2 above. 8.6 Voluntary Resignation by Executive. Executive may voluntarily resign from employment with Company for any reason, at any time, on thirty (30) days’ advance written notice. In the event of Executive’s resignation which is not a Resignation for Good Reason (and thus not an Involuntary Termination), Executive will be entitled to receive only Executive’s Accrued Rights. All other Company obligations to Executive pursuant to this Agreement shall be automatically terminated and completely extinguished upon such termination. Executive shall not be entitled to receive the Severance Benefits described in Section 8.2 above.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 6 of 21 8.7 Release and Forfeiture of Severance Benefits. The right of Executive to receive or to retain Severance Benefits pursuant to Section 8 shall be in consideration for, and subject to, (i) execution of and delivery to the Company of a release of claims substantially in the form attached as Exhibit A to this Agreement, as amended from time to time and as necessary to comply with applicable law (the “Release”) and lapse of the period for revocation, if any, of the Release on or before the sixtieth (60th) day following the Termination Date without the Release having been revoked and (ii) Executive’s continued compliance with the covenants as described in this Agreement, its attachments and exhibits, including those referenced in Section 11 and of this Agreement. In the event that Executive breaches any of such covenants, Company shall have the right to (a) terminate any further provision of Severance Benefits not yet paid or provided, (b) seek reimbursement from Executive for any and all such Severance Benefits previously paid or provided to Executive, (c) recover from Executive all shares of stock of the Company, the vesting of which, was accelerated by reason of the Severance Benefits (or the proceeds therefrom, reduced by any exercise or purchase price paid to acquire such shares), and (d) to immediately cancel all Equity Awards the vesting of which was accelerated by reason of the Severance Benefits. 8.8 Definitions of Certain Terms. Certain capitalized terms not otherwise defined by this Agreement shall have the following meanings: (a) “Cause” means (i) Executive’s material breach of this Agreement or of any lawful directive of the Company or Chief Executive Officer; (ii) Executive’s continued failure or refusal to perform any of Executive’s material duties and responsibilities of Executive’s position after written notice; (iii) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Criteo group companies which affects the operations or reputation of any of the Criteo group companies; (iv) Executive’s indictment, conviction, or entering a plea of guilty or nolo contendere for the commission of a felony or a crime involving material dishonesty; or (v) Executive’s failure to adhere to the policies, practices, rules or directives of the Company. Notwithstanding the foregoing, “Cause” to terminate Executive’s employment shall not exist unless (a) a written notice has first been delivered to Executive by the Company (the “Cure Notice”), which Cure Notice (1) specifically identifies the event(s) the Board believes constitutes Cause and (2) provides thirty (30) days from the date of such Cure Notice for Executive to cure such circumstances (the “Cure Period”) and (b) the Executive has failed to timely cure such circumstances; provided that, with respect to clauses (iii) and (iv) of this paragraph, the Company shall not be required to deliver a Cure Notice and such termination shall be effective immediately upon the delivery of a written notice (the “Cause Termination Notice”). If (other than in the case of clauses (iii) or (iv)) Executive fails to timely cure such circumstances in accordance with the foregoing, the Company may send a Cause Termination Notice to the Executive, in which case Executive’s employment with the Company shall thereupon be terminated for Cause. (b) “Change in Control” means, with respect to any Equity Award, a “Change in Control” or similar term as defined by the award agreement or equity-based compensation plan of Company applicable to such Equity Award. (c) “Disability” means a disability as defined by the group long-term disability insurance policy maintained by Company for the benefit of its employees. In the absence of such a policy, “Disability” means Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less 120 days.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 7 of 21 (d) “Involuntary Termination” means the occurrence of either (i) termination by Company of Executive’s employment with Company for any reason other than Cause or (ii) Executive’s Resignation for Good Reason; provided, however that Involuntary Termination shall not include any termination of Executive’s employment which is (x) for Cause, (y) a result of Executive’s death or Disability, or (z) a result of Executive’s voluntary termination of employment which is not a Resignation for Good Reason. Company may terminate Executive’s employment with Company without Cause at any time on thirty (30) days’ advance written notice to Executive. (e) “Resignation for Good Reason” means the voluntary resignation by Executive from employment with Company within ninety (90) days following the initial existence, without Executive’s express written consent, of any of the following conditions (each, a “Good Reason”): (i) the failure by the Company to pay Executive any portion of Executive’s salary within ten (10) business days of the date such compensation is due, (ii) any requirement that Executive relocate or work at a location more than thirty five (35) miles from the Company’s offices to which the Executive reports to work (excluding reasonable travel requirements attendant to the performance or discharge of Executive’s duties), (iii) any material diminution of Executive’s duties, responsibilities or authorities as in effect immediately prior to the change, or (iv) a material reduction in salary (other than as a result of incentive- or performance-based compensation) or other material breach of this Agreement by the Company. Notwithstanding the foregoing, “Good Reason” to terminate the Executive’s employment shall not exist unless (a) a written notice has first been delivered to the Board by the Executive (the “Good Reason Notice”), which Good Reason Notice (1) specifically identifies the event(s) that the Company believes constitutes Good Reason and (2) provides 30 days from the date of such Good Reason Notice for the Company to cure such circumstances (the “Good Reason Period”) and (b) the Company has failed to timely cure such circumstances. If the Company fails to timely cure such circumstances in accordance with the foregoing, Executive may send a notice to the Board that Executive is terminating Executive’s employment for Good Reason (“Good Reason Termination Notice”), in which case Executive’s employment shall thereupon be terminated for Good Reason. If any Good Reason Notice shall not have been delivered by Executive within ninety (90) days following the date that Executive becomes aware of the purported existence of a Good Reason event, or any Good Reason Termination Notice shall not have been delivered by Executive within thirty (30) days following the end of the Good Reason Period, then any purported termination of Executive’s employment relating to the applicable event shall not be a termination for Good Reason hereunder and Executive will be deemed to have consented to and forever waived the Good Reason event. If the Company does timely cure or remedy the Good Reason event, then Executive may either resign from Executive’s office without Good Reason or Executive may continue in office subject to the terms of this Agreement. 9. Golden Parachute Payments. 9.1 In the event that any of the severance payments and other benefits provided by this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then Executive’s severance payments and benefits under this Agreement or otherwise shall be payable either (a) in full, or (b) in such lesser amount which would result in no portion of such severance payments or benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 8 of 21 account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of severance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of such severance payments or benefits may be taxable under Section 4999 of the Code. Any reduction in the severance payments and benefits required by this Section will be made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than any stock options; (iii) reduction of accelerated vesting of any stock options; and (iv) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. 9.2 The professional firm engaged by Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in severance payments and benefits that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the tax firm so engaged by Company is serving as accountant or auditor for the acquiring company, Company will appoint a nationally recognized tax firm to make the determinations required by this Section. Company will bear all expenses with respect to the determinations by such firm required to be made by this Section. Company and Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to Company and Executive as soon as practicable following its engagement. Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon Company and Executive. 9.3 As a result of the uncertainty in the application of Sections 409A, 280G or 4999 of the Code at the time of the initial determination by the professional firm described in Section 9.2, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of Section 9.1 is due (the “Additional Excise Tax”). Executive will notify Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. Executive and Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to Executive. Company shall pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other agency. In the event it is finally determined that a further reduction would have been required under Section 9.1(b) to place Executive in a better after-tax position, Executive shall repay Company such amount within thirty (30) days thereof in order to effect such result. 10. No Conflict of Interest. During the term of Executive’s employment with Company, Executive must not engage in any work, paid or unpaid, that creates an actual or potential conflict of interest with Company. If the Board reasonably believes such a conflict exists during the term of this Agreement, the Board may ask Executive to choose to discontinue the other work or resign employment with Company. 11. Protective Covenants Agreement . Executive agrees to read, sign and abide by Company’s Protective Covenants Agreement attached as Exhibit B, which is incorporated herein by reference. 12. Agreement to Mediate and Arbitrate. In the event a dispute arises in connection with this Agreement, Company and Executive agree to submit the dispute to non-binding mediation, with the

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 9 of 21 mediator to be selected and compensated by Company. In the event a resolution is not reached through mediation, then, to the fullest extent permitted by law, Executive and Company agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the employment relationship between Company and Executive and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. Claims for breach of Company’s Protective Covenants Agreement, workers’ compensation, unemployment insurance benefits and Company’s right to obtain injunctive relief are excluded. For the purpose of this agreement to arbitrate, references to “Company” include all parent, subsidiary or related entities and their employees, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this Agreement shall apply to them to the extent Executive’s claims arise out of or relate to their actions on behalf of Company. 12.1 Initiation of Arbitration. Either Party may exercise the right to arbitrate by providing the other Party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other Party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations. 12.2 Arbitration Procedure. The arbitration will be conducted in New York, New York by a single neutral arbitrator and in accordance with the then current rules for resolution of employment disputes of the American Arbitration Association (“AAA”). The parties are entitled to representation by an attorney or other representative of their choosing. The arbitrator shall have the power to enter any award that could be entered by a judge of the trial court of the State of California, and only such power, and shall follow the law. The parties agree to abide by and perform any award rendered by the arbitrator. Judgment on the award may be entered in any court having jurisdiction thereof. 12.3 Costs of Arbitration. Each Party shall bear one half the cost of the arbitration filing and hearing fees, and the cost of the arbitrator. 13. Successors. 13.1 Company’s Successors. Any successor to Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation, redemption or otherwise) to all or substantially all of Company’s business and/or assets (a “Successor”) shall assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term “Company” shall include any Successor becomes bound by the terms of this Agreement by operation of law. 13.2 Executive’s Successors. The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. 14. Notice.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 10 of 21 14.1 General. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered (email being sufficient) or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Executive at Executive’s home address that Company has on file for Executive. In the case of Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Chief Executive Officer. 14.2 Notice of Termination. Any termination by Company for Cause or by Executive pursuant to a Resignation for Good Reason shall be communicated by a notice of termination to the other Party hereto given in accordance with Section 14.1 of this Agreement. Such notice shall indicate the specific termination provision in this Agreement relied upon, shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated, and shall specify the termination date, consistent with the requirements of this Agreement. The failure by Executive to include in the notice any fact or circumstance that contributes to a showing of the existence of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing Executive’s rights hereunder. 15. Compliance with Section 409A of the Code. The parties intend that this Agreement (and all payments and other benefits provided under this Agreement) be exempt from the requirements of Section 409A of the Code and the regulations and ruling issued thereunder (collectively “Section 409A”), to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to such payments, the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary: 15.1 Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent any payments or benefits payable under this Agreement on account of Executive’s termination of employment constitute a deferral of compensation subject to Section 409A of the Code, no amount payable pursuant to this Agreement shall be paid unless and until Executive has incurred a “separation from service” within the meaning of Section 409A. Furthermore, to the extent that Executive is a “specified employee” within the meaning of Section 409A (determined using the identification methodology selected by Company from time to time, or if none, the default methodology) as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive’s separation from service shall paid to Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date without interest. 15.2 Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 11 of 21 15.3 With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be deemed to be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. 15.4 Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. 16. General Provisions. 16.1 Unfunded Obligation. Any amounts payable to Executive pursuant to this Agreement are unfunded obligations. Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. Company shall retain at all times beneficial ownership of any investments, including trust investments, which Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any account shall not create or constitute a trust or fiduciary relationship between the Board or Company and Executive, or otherwise create any vested or beneficial interest in Executive or Executive’s creditors in any assets of Company. 16.2 No Duty to Mitigate. Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Agreement by seeking employment with a new employer or otherwise, nor shall any such payment or benefit be reduced by any compensation or benefits that 16.3 Waiver. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by Executive and by an authorized officer of Company (other than Executive). No waiver by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 16.4 Attorneys’ Fees. In any dispute relating to this Agreement, the losing Party shall pay the attorneys’ fees of the prevailing Party in addition to its own attorneys’ fees. Any reimbursement of attorney’s fees to which Executive is entitled and which are treated for federal income tax purposes as compensation shall (a) be paid no later than the last day of Executive’s tax year following the tax year in which the expense was incurred, (b) not be affected by any other expenses that are eligible for reimbursement in any tax year and (c) not be subject to liquidation or exchange for another benefit. 16.5 Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 12 of 21 16.6 Choice of Law; Venue. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to any conflict of law principles. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the Parties that is not subject to arbitration pursuant to Section 12, the parties hereby submit to and consent to the jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of New York, New York, or the federal courts of the United States for the Southern District of New York, and no other courts. 16.7 Severability. In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby. 16.8 Benefits Not Assignable. Except as otherwise provided herein or by law, no right or interest of Executive under this Agreement shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, without limitation, by execution, levy, garnishment, attachment, pledge or in any other manner, and no attempted transfer or assignment thereof shall be effective. No right or interest of Executive under this Agreement shall be liable for, or subject to, any obligation or liability of Executive. 16.9 Further Assurances. From time to time, at Company’s request and without further consideration, Executive shall execute and deliver such additional documents and take all such further action as reasonably requested by Company to be necessary or desirable to make effective, in the most expeditious manner possible, the terms of this Agreement and the Release, and to provide adequate assurance of Executive’s due performance thereunder. 16.10 Interpretation; Construction. The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been drafted by legal counsel representing Company, but Executive has participated in the negotiation of its terms. Furthermore, Executive acknowledges that Executive has had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 16.11 Survival. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive. 17. Entire Agreement. This Agreement, together with the Plan and any agreement evidencing an Equity Award described in Section 5.2, the Executive Bonus Plan described in Section 5.3, the Appendix attached hereto, the Form of Confidential Separation and Release Agreement attached hereto as Exhibit A and the Protective Covenants Agreement attached hereto as Exhibit B, constitutes the entire agreement between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Executive and the Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 13 of 21 [The remainder of this page is intentionally left blank]

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Amended and Restated Executive Employment Agreement Page 14 of 21 ______________ THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW. EXECUTIVE Dated: 2024-09-28 /s/ Brian Gleason Brian Gleason Farifield, CT ADDRESS COMPANY 2024-09-28 Dated: By: /s/ Ryan Damon Ryan Damon Chief Legal and Transformation Officer [Signature Page to Amended and Restated Executive Employment Agreement]

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 APPENDIX TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Appendix to Amended and Restated Executive Employment Agreement forms a part of the Amended and Restated Executive Employment Agreement (the “Agreement”) between Criteo Corp., a Delaware corporation (“Company”) and Brian Gleason (“Executive”) made effective as of July 1, 2024. Section references below refer to sections of the Agreement. Section 2.1 Executive is employed as Chief Revenue Officer and President, Retail Media Section 2.3 Executive’s work location is New York, NY. Section 5.1 Executive’s annual base salary rate is $575,000 effective July 1, 2024. Section 5.2 Subject to the review and absolute discretion of the Criteo S.A. Compensation Committee and Board of Directors (the “Board”), Executive will receive the following Equity grants: financial performance-based stock units (“Financial PSUs”) with a grant date fair market value equal to $600,000, as determined in the Board’s discretion. Performance metrics attached to your PSU grant will be determined by the Board at the time the Board determines the 2025 Financial PSU metrics for the Criteo executive team, currently planned for Q1 2025. The PSUs will be subject to Criteo SA’s then current Performance-Based Free Share/Restricted Stock Units Plan; and will vest according to the following schedule: 2/3 of the PSUs (earned at the end of the one year PSU measurement period end of 2025) will vest on the second anniversary of the grant date, with the remaining PSUs vesting on the third anniversary of the grant date. Vesting PSUs are contingent on Executive’s continued employment with the Company. If Executive leaves the Company after the first anniversary of the grant date of Executive’s PSUs but prior to the second anniversary of the grant date of Executive’s PSUs, Executive will still receive 1/3 of Executive’s earned PSUs on the second anniversary of the grant date. Section 5.3 The target annual bonus is 100% of Base Salary. For 2024, Executive’s Bonus will be calculated using Executive’s actual base salary earned during the period of January 1, 2024 to June 30, 2024 and Executive’s new base salary set forth in Section 5.1 above effective July 1, 2024 for the period thereafter. Section 5.5 N/A Section 6 Executive will be eligible to accrue twenty (20) vacation days per year. Execuive accrues up to 1.5 times Executive’s applicable annual accrual rate (the “Accrual Cap”). Once Executive reaches the Accrual Cap, Executive will cease accruing vacation until Executive uses days and takes Executive’s available balance below the Accrual Cap. Additional time off (floating days, Criteo holidays, summer days, sick time, etc.) are covered in a “Paid Time Off” policy to be provided separately.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 Section 8.2(a) Executive’s “Months Base Salary Multiplier” is twelve (12). Executive’s “Annual Bonus Multiplier” is one (1) for the first year of employment. Section 8.2(b)(i) Executive’s COBRA Coverage Period Termination Date is the 12th month following the Termination Date. Section 8.4 Disability Benefits shall be as provided by the Company to similarly situated employees Section 8.5 N/A Section Error! Reference source not found. N/A /s/ Brian Gleason_____________________________ Executive Signature 2024-09-28 2024-09-28 Date Date END OF APPENDIX /s/ Ryan Damon Company Authorized Signature

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 EXHIBIT A FORM OF CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT This Confidential Separation and Release Agreement (“Agreement”) is between (“Employee”) and Criteo Corp. (the “Company”) (hereinafter the “parties”), and is entered into as of . This Agreement will not become effective until the expiration of seven (7) days from Employee’s execution of this Agreement (the “Effective Date”). WHEREAS, Employee has been employed by Company as and is a party to that certain Amended and Restated Executive Employment Agreement dated , as amended by and between Company and Employee as then in effect immediately prior to the Effective Date (the “Employment Agreement”). WHEREAS, the Employee’s employment with Company was terminated effective as of , 20 (the “Termination Date”); WHEREAS, Company and Employee desire to avoid disputes and/or litigation regarding Employee’s termination from employment or any events or circumstances preceding or coincident with the termination from employment; and WHEREAS, Company and Employee have agreed upon the terms on which Employee is willing, for sufficient and lawful consideration, to compromise any claims known and unknown which Employee may have against Company. WHEREAS, the parties desire to settle fully and finally, in the manner set forth herein, all differences between them which have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but in no way limited to, any and all claims and controversies arising out of the employment relationship between Employee and Company, and the termination thereof; NOW, THEREFORE, in consideration of these recitals and the promises and agreements set forth in this Agreement, Employee’s employment with Company will terminate upon the following terms: 1. General Release: Employee for himself or herself and on behalf of Employee’s attorneys, heirs, assigns, successors, executors, and administrators IRREVOCABLY AND UNCONDITIONALLY RELEASES, ACQUITS AND FOREVER DISCHARGES Company and any current or former stockholders, employee, officer, directors, parent, subsidiary, affiliated, and related corporations, firms, associations, partnerships, and entities, and their successors and assigns, from any and all claims and causes of action whatsoever, whether known or unknown or whether connected with Employee’s employment by Company or not, which may have arisen, or which may arise, prior to, or at the time of, the execution of this Agreement, including, but not limited to, any claim or cause of action arising out of any contract, express or implied, any covenant of good faith and fair dealing, express or implied, any tort (whether intentional or released in this agreement), or under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Worker Adjustment and Retraining Notification (WARN) Act, the Older Workers Benefit Protection Act, or any other municipal, local, state, or federal law, common or statutory.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 2. Covenant Not to Sue: Employee also COVENANTS NOT TO SUE, OR OTHERWISE PARTICIPATE IN ANY ACTION OR CLASS ACTION against Company or any of the released parties based upon any of the claims released in this Agreement. 3. Severance Terms: Upon the expiration of seven (7) days from Employee’s execution of this Agreement and provided that this Agreement has become effective in accordance with its terms, in consideration for the promises, covenants, agreements, and releases set forth herein and in the Employment Agreement, Company agrees to pay Employee the Severance Benefits as defined in and pursuant to the Employment Agreement (the “Severance Benefits”). 4. Right to Revoke: Employee may revoke this Agreement by notice to Company, in writing, received within seven (7) days of the date of its execution by Employee (the “Revocation Period”). Employee agrees that Employee will not receive the benefits provided by this Agreement if Employee revokes this Agreement. Employee also acknowledges and agrees that if Company has not received from Employee notice of Employee’s revocation of this Agreement prior to the expiration of the Revocation Period, Employee will have forever waived Employee’s right to revoke this Agreement, and this Agreement shall thereafter be enforceable and have full force and effect. 5. Acknowledgement: Employee acknowledges and agrees that: (A) except as to any Severance Benefits which remain unpaid as of the date of this Agreement, no additional consideration, including salary, wages, bonuses or Equity Awards as described in the Employment Agreement, is to be paid to Employee by Company in connection with this Agreement; (B) except as provided by this Agreement, Employee has no contractual right or claim to the Severance Benefits; and, (C) payments pursuant to this Agreement shall terminate immediately if Employee breaches any of the provisions of this Agreement. 6. Non-Admissions: Employee acknowledges that by entering into this Agreement, Company does not admit, and does specifically deny, any violation of any local, state, or federal law. 7. Confidentiality: Employee agrees that Employee shall not directly or indirectly disclose the terms, amount or fact of this Agreement to anyone other than Employee’^$s immediate family or counsel, bankers or financial advisors, except as such disclosure may be required for accounting or tax reporting purposes or as otherwise may be required by law. 8. Nondisparagement: Each party agrees that it will not make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the other party including, in the case of Company, its employees, directors and stockholders. 9. Acknowledgement of Restrictions; Confidential Information: Employee acknowledges and agrees that Employee has continuing non-competition, non-solicitation and non-disclosure obligations under the Employment Agreement and the Protective Covenants Agreement between Employee and Company. Employee acknowledges and reaffirms Employee’s obligation to continue abide fully and completely with all post-employment provisions of the Protective Covenants Agreement and agrees that nothing in this Agreement shall operate to excuse or otherwise relieve Employee of such obligations. 10. Permitted Disclosures: Pursuant to 18 U.S.C. § 1833(b), the Employee understands that Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 that is filed under seal in a lawsuit or other proceeding. The Employee understands that if Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding if Employee (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that the Employee has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement that the Employee has with the Company shall prohibit or restrict Employee from making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company. 11. Severability: If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be fully severable and/or construed in remaining part to the full extent allowed by law, with the remaining provisions of this Agreement continuing in full force and effect. 12. Entire Agreement: This Agreement, along with the Employment Agreement and the Protective Covenants Agreement which are referred to above, constitute the entire agreement between the Employee and Company, and supersede all prior and contemporaneous negotiations and agreements, oral or written. This Agreement cannot be changed or terminated except pursuant to a written agreement executed by the parties. Notwithstanding the foregoing, neither this Agreement nor the Employment Agreement shall apply to, modify or in any way supersede obligations arising from any of (i) the terms of directors and officers insurance or (ii) any indemnification agreement for the benefit of the Employee as a result of the Employee’s position as a director or officer of the Company or one of its affiliates. 13. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, except where preempted by federal law. 14. Statement of Understanding: By executing this Agreement, Employee acknowledges that (a) Employee has had at least twenty-one (21) or forty-five (45) days, as applicable in accordance with the Age Discrimination in Employment Act, as amended, to consider the terms of this Agreement and has considered its terms for such a period of time or has knowingly and voluntarily waived Employee’s right to do so by executing this Agreement and returning it to Company; (b) Employee has been advised by Company to consult with an attorney regarding the terms of this Agreement; (c) Employee has consulted with, or has had sufficient opportunity to consult with, an attorney of Employee’s own choosing regarding the terms of this Agreement; (d) any and all questions regarding the terms of this Agreement have been asked and answered to Employee’s complete satisfaction; (e) Employee has read this Agreement and fully understands its terms and their import; (f) except as provided by this Agreement, Employee has no contractual right or claim to the benefits and payments described herein; (g) the consideration provided for herein is good and valuable; and (h) Employee is entering into this Agreement voluntarily, of Employee’s own free will, and without any coercion, undue influence, threat, or intimidation of any kind or type whatsoever.

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 EXECUTED in , this day of , 20 . EMPLOYEE EXECUTED in , this day of , 20 . [COMPANY] By: Name: Title:

 
Docusign Envelope ID: CB00C1AC-FDA5-47EF-930C-28FE5DADB668 EXHIBIT B [Protective Covenants Agreement]

 

Exhibit 31.1
Certification by the Chief Executive Officer pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Megan Clarken, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Criteo S.A.;
2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 30, 2024            
/s/ Megan Clarken
Megan Clarken
Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2
Certification by the Chief Financial Officer pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Sarah Glickman, certify that:
1.    I have reviewed this quarterly report on Form 10-Q of Criteo S.A.;
2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.     The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 30, 2024                
/s/ Sarah Glickman
Sarah Glickman
Chief Financial Officer



Exhibit 32.1
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Megan Clarken, Chief Executive Officer of Criteo S.A. (the “Company”), and Sarah Glickman, Chief Financial Officer of the Company, each hereby certifies that, to the best of her knowledge:
1.    The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2024, to which this Certification is attached as Exhibit 32.1 (the “Quarterly Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and
2.    The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: October 30, 2024
/s/ Megan Clarken/s/ Sarah Glickman
Megan ClarkenSarah Glickman
Chief Executive OfficerChief Financial Officer



This certification accompanies the Quarterly Report, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Quarterly Report), irrespective of any general incorporation language contained in such filing.


v3.24.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2024
Oct. 25, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-36153  
Entity Registrant Name Criteo S.A.  
Entity Incorporation, State or Country Code I0  
Entity Address, Address Line One 32 Rue Blanche  
Entity Address, City or Town Paris  
Entity Address, Country FR  
Entity Address, Postal Zip Code 75009  
Country Region 33  
City Area Code 75  
Local Phone Number 85 09 39  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   55,182,166
Entity Central Index Key 0001576427  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
American Depositary Shares    
Document Information [Line Items]    
Title of 12(b) Security American Depositary Shares, each representing one Ordinary Share,nominal value €0.025 per share  
Trading Symbol CRTO  
Security Exchange Name NASDAQ  
Ordinary Shares    
Document Information [Line Items]    
Title of 12(b) Security Ordinary Shares, nominal value €0.025 per share  
Security Exchange Name NASDAQ  
No Trading Symbol Flag true  
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 208,740 $ 336,341
Trade receivables, net of allowances of $35.1 million and $43.3 million at September 30, 2024 and December 31, 2023, respectively. 646,283 775,589
Income taxes 9,785 2,065
Other taxes 132,370 109,306
Other current assets 44,879 48,291
Restricted cash 75,250 75,000
Marketable securities - current portion 23,010 5,970
Total current assets 1,140,317 1,352,562
Property, plant and equipment, net 116,866 126,494
Intangible assets, net 170,359 180,888
Goodwill 526,569 524,197
Right of use assets - operating lease 110,350 112,487
Marketable securities - non-current portion 5,598 16,575
Non-current financial assets 4,957 5,294
Other non-current assets 62,216 60,742
Deferred tax assets 71,128 52,680
Total non-current assets 1,068,043 1,079,357
Total assets 2,208,360 2,431,919
Current liabilities:    
Trade payables 629,997 838,522
Contingencies - current portion 1,604 1,467
Income taxes 15,490 17,213
Financial liabilities - current portion 4,753 3,389
Lease liability - operating - current portion 26,159 35,398
Other taxes 83,401 66,659
Employee - related payables 104,095 113,287
Other current liabilities 109,118 104,552
Total current liabilities 974,617 1,180,487
Deferred tax liabilities 3,182 1,083
Defined benefit plans 4,938 4,123
Financial liabilities - non-current portion 320 77
Lease liability - operating - non-current portion 87,321 83,051
Contingencies - non-current portion 31,939 32,625
Other non-current liabilities 20,536 19,082
Total non-current liabilities 148,236 140,041
Total liabilities 1,122,853 1,320,528
Shareholders' equity:    
Common shares, €0.025 par value, 59,180,216 and 61,165,663 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023, respectively. 1,970 2,023
Treasury stock, 4,399,179 and 5,400,572 shares at cost as of September 30, 2024 and December 31, 2023, respectively. (152,997) (161,788)
Additional paid-in capital 728,707 769,240
Accumulated other comprehensive loss (83,345) (85,326)
Retained earnings 557,072 555,456
Equity-attributable to shareholders of Criteo S.A. 1,051,407 1,079,605
Non-controlling interests 34,100 31,786
Total equity 1,085,507 1,111,391
Total equity and liabilities $ 2,208,360 $ 2,431,919
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED) (Parenthetical)
$ in Thousands
Sep. 30, 2024
€ / shares
Sep. 30, 2024
USD ($)
shares
Dec. 31, 2023
€ / shares
Dec. 31, 2023
USD ($)
shares
Statement of Financial Position [Abstract]        
Trade receivables, allowances | $   $ 35,067   $ 43,348
Common shares par value (in euro per share) | € / shares € 0.025   € 0.025  
Common shares authorized (in shares)   59,180,216   61,165,663
Common shares issued (in shares)   59,180,216   61,165,663
Common shares outstanding (in shares)   59,180,216   61,165,663
Treasury stock (in shares)   4,399,179   5,400,572
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Revenue $ 458,892 $ 469,193 $ 1,380,254 $ 1,383,143
Cost of revenue:        
Traffic acquisition costs (192,789) (223,798) (593,170) (676,913)
Other cost of revenue (34,171) (40,268) (105,084) (119,812)
Gross profit 231,932 205,127 682,000 586,418
Operating expenses:        
Research and development expenses (85,285) (62,522) (211,782) (193,887)
Sales and operations expenses (90,823) (94,572) (278,734) (308,325)
General and administrative expenses (46,222) (36,599) (134,590) (95,306)
Total operating expenses (222,330) (193,693) (625,106) (597,518)
Income (loss) from operations 9,602 11,434 56,894 (11,100)
Financial and Other income (loss) (8) (2,967) 889 2,008
Income (loss) before taxes 9,594 8,467 57,783 (9,092)
Provision for income tax (expense) benefit (3,450) (1,832) (15,014) 1,685
Net Income (loss) 6,144 6,635 42,769 (7,407)
Net income (loss) available to shareholders of Criteo S.A. 6,245 6,927 40,476 (7,758)
Net income (loss) available to non-controlling interests $ (101) $ (292) $ 2,293 $ 351
Weighted average shares outstanding used in computing per share amounts:        
Basic shares : 54,695,112 56,297,666 54,840,650 56,173,218
Weighted average number of shares outstanding used to determine diluted earnings per share 58,430,133 60,172,953 58,909,952 56,173,218
Net income (loss) allocated to shareholders per share:        
Net income allocated to shareholders, basic (in dollars per share) $ 0.11 $ 0.12 $ 0.74 $ (0.14)
Net income allocated to shareholders, diluted (in dollars per share) $ 0.11 $ 0.12 $ 0.69 $ (0.14)
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ 6,144 $ 6,635 $ 42,769 $ (7,407)
Foreign currency translation adjustments, net of taxes 24,531 (10,458) 1,953 (12,593)
Actuarial gains (losses) on employee benefits, net of taxes (284) 426 (107) 283
Other comprehensive income (loss) 24,247 (10,032) 1,846 (12,310)
Total comprehensive income (loss) 30,391 (3,397) 44,615 (19,717)
Attributable to shareholders of Criteo S.A. 26,750 (2,198) 42,458 (16,295)
Attributable to non-controlling interests $ 3,641 $ (1,199) $ 2,157 $ (3,422)
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($)
$ in Thousands
Total
Equity - attributable to shareholders of Criteo S.A.
Share capital
Treasury Stock
Additional paid-in capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Non controlling interest
Beginning balance (in shares) at Dec. 31, 2022     63,248,728 5,985,104        
Beginning balance at Dec. 31, 2022 $ 1,081,106 $ 1,048,041 $ 2,079 $ (174,293) $ 734,492 $ (91,890) $ 577,653 $ 33,065
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) (12,071) (11,809)         (11,809) (262)
Other comprehensive income (loss) 6,179 6,475       6,475   (296)
Issuance of ordinary shares (in shares)     67,968          
Issuance of ordinary shares 1,297 1,297 $ 2   1,295      
Change in treasury stocks (in shares) [1]       1,338,049        
Change in treasury stocks [1] (51,029) (51,029)   $ (37,107)     (13,922)  
Share-Based Compensation 24,707 24,610     24,610     97
Other changes in equity 0              
Ending balance (in shares) at Mar. 31, 2023     63,316,696 7,323,153        
Ending balance at Mar. 31, 2023 1,050,189 1,017,585 $ 2,081 $ (211,400) 760,397 (85,415) 551,922 32,604
Beginning balance (in shares) at Dec. 31, 2022     63,248,728 5,985,104        
Beginning balance at Dec. 31, 2022 1,081,106 1,048,041 $ 2,079 $ (174,293) 734,492 (91,890) 577,653 33,065
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) (7,407)              
Other comprehensive income (loss) (12,310)              
Ending balance (in shares) at Sep. 30, 2023     63,350,663 7,094,574        
Ending balance at Sep. 30, 2023 1,034,850 1,005,231 $ 2,082 $ (212,094) 811,381 (100,482) 504,344 29,619
Beginning balance (in shares) at Mar. 31, 2023     63,316,696 7,323,153        
Beginning balance at Mar. 31, 2023 1,050,189 1,017,585 $ 2,081 $ (211,400) 760,397 (85,415) 551,922 32,604
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) (1,971) (2,876)         (2,876) 905
Other comprehensive income (loss) (8,457) (5,887)       (5,887)   (2,570)
Issuance of ordinary shares (in shares)     20,757          
Issuance of ordinary shares 399 399     399      
Change in treasury stocks (in shares) [1]       89,425        
Change in treasury stocks [1] (23,835) (23,835)   $ (2,646)     (21,189)  
Share-Based Compensation 26,713 26,878     26,878     (165)
Other changes in equity (26) (26)     (5) (26)    
Ending balance (in shares) at Jun. 30, 2023     63,337,453 7,412,578        
Ending balance at Jun. 30, 2023 1,043,012 1,012,238 $ 2,081 $ (214,046) 787,674 (91,328) 527,857 30,774
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 6,635 6,927         6,927 (292)
Other comprehensive income (loss) (10,032) (9,125)       (9,125)   (907)
Issuance of ordinary shares (in shares) [1]     13,210          
Issuance of ordinary shares 252 252 $ 1   251      
Treasury shares retired (in shares) [1]       318,004        
Treasury shares retired [1] 28,488 28,488   $ 1,952     30,440  
Share-Based Compensation 23,505 23,461     23,461     44
Other changes in equity (34) (34)       (29)    
Ending balance (in shares) at Sep. 30, 2023     63,350,663 7,094,574        
Ending balance at Sep. 30, 2023 1,034,850 1,005,231 $ 2,082 $ (212,094) 811,381 (100,482) 504,344 29,619
Beginning balance (in shares) at Dec. 31, 2023     61,165,663 5,400,572        
Beginning balance at Dec. 31, 2023 1,111,391 1,079,605 $ 2,023 $ (161,788) 769,240 (85,326) 555,456 31,786
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 8,566 7,244         7,244 1,322
Other comprehensive income (loss) (13,483) (11,437)       (11,437)   (2,046)
Issuance of ordinary shares (in shares)     15,338          
Issuance of ordinary shares 395 395 $ 1   394      
Change in treasury stocks (in shares) [2]       1,216,547        
Change in treasury stocks [2] (62,143) (62,143)   $ (42,575)     (19,568)  
Share-Based Compensation 27,913 27,858     27,858     55
Other changes in equity (40) (40)         (40)  
Ending balance (in shares) at Mar. 31, 2024     61,181,001 6,617,119        
Ending balance at Mar. 31, 2024 1,072,599 1,041,482 $ 2,024 $ (204,363) 797,492 (96,763) 543,092 31,117
Beginning balance (in shares) at Dec. 31, 2023     61,165,663 5,400,572        
Beginning balance at Dec. 31, 2023 1,111,391 1,079,605 $ 2,023 $ (161,788) 769,240 (85,326) 555,456 31,786
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 42,769              
Other comprehensive income (loss) 1,846              
Ending balance (in shares) at Sep. 30, 2024     59,180,216 4,399,179        
Ending balance at Sep. 30, 2024 1,085,507 1,051,407 $ 1,970 $ (152,997) 728,707 (83,345) 557,072 34,100
Beginning balance (in shares) at Mar. 31, 2024     61,181,001 6,617,119        
Beginning balance at Mar. 31, 2024 1,072,599 1,041,482 $ 2,024 $ (204,363) 797,492 (96,763) 543,092 31,117
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 28,059 26,987         26,987 1,072
Other comprehensive income (loss) (8,918) (7,085)       (7,085)   (1,833)
Issuance of ordinary shares (in shares)     32,485          
Issuance of ordinary shares 812 812     812      
Change in treasury stocks (in shares) [2]     2,150,000          
Change in treasury stocks [2]     $ (57)          
Treasury shares retired (in shares) [2]       2,155,602        
Treasury shares retired [2] 40,352 40,352   $ 50,109 57,871   32,533  
Share-Based Compensation 21,295 21,248     21,248     47
Other changes in equity (305) (305)         (305)  
Ending balance (in shares) at Jun. 30, 2024     59,063,486 4,461,517        
Ending balance at Jun. 30, 2024 1,073,190 1,042,787 $ 1,967 $ (154,254) 761,681 (103,848) 537,241 30,403
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 6,144 6,245         6,245 (101)
Other comprehensive income (loss) 24,247 20,503       20,503   3,744
Issuance of ordinary shares (in shares)     116,730          
Issuance of ordinary shares 3,226 3,226 $ 3   3,223      
Treasury shares retired (in shares) [2]       62,338        
Treasury shares retired 54,996 [2] 54,996 [2]   $ 1,257 [2] 70,774   (14,521) [2]  
Share-Based Compensation 34,634 34,577     34,577     57
Other changes in equity (938) (935)         (935) (3)
Ending balance (in shares) at Sep. 30, 2024     59,180,216 4,399,179        
Ending balance at Sep. 30, 2024 $ 1,085,507 $ 1,051,407 $ 1,970 $ (152,997) $ 728,707 $ (83,345) $ 557,072 $ 34,100
[1]
(*) On December 7, 2022, Criteo's board of directors authorized an extension of the 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 3,404,891 shares repurchased at a weighted average price of $30.4 offset by 1,288,939 treasury shares used for RSUs vesting and by 1,006,482 treasury shares used for LUSs vesting.
[2]
(*) 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 a weighted 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.
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) (Parenthetical)
$ in Millions
Feb. 01, 2024
USD ($)
$ / shares
shares
Dec. 07, 2022
USD ($)
€ / shares
shares
Statement of Stockholders' Equity [Abstract]    
Authorized amount of share repurchase program | $ $ 630.0 $ 480.0
Change in treasury stocks (in shares) 4,297,334 3,404,891
Treasury stock acquired, average cost per share (in dollars per share) | (per share) $ 36.6 $ 30.4
Treasury shares used for RSUs vesting (in shares) 1,796,847 1,288,939
Treasury shares used for LUSs vesting (in shares) 1,351,880 1,006,482
Treasury shares cancelled (in shares) 2,150,000  
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash from operating activities    
Net income (loss) $ 42,769 $ (7,407)
Non-cash and non-operating items 136,013 42,706
- Amortization and provisions 67,134 56,288
- Payment for contingent liability on regulatory matters 0 (43,334)
- Equity awards compensation expense 82,193 76,353
- Net (gain) or loss on disposal of non-current assets 924 (8,903)
- Change in uncertain tax position 1,764 (314)
- Net change in fair value of earn-out 3,202 1,499
- Change in deferred taxes (16,370) (24,742)
- Change in income taxes (9,321) (18,007)
- Other 6,487 3,866
Changes in working capital related to operating activities (90,075) 27,607
- (Increase) / Decrease in trade receivables 138,595 78,890
- Increase / (Decrease) in trade payables (210,863) (71,190)
- (Increase) / Decrease in other current assets (16,430) 1,968
- Increase/ (Decrease) in other current liabilities 1,452 17,926
- Change in operating lease liabilities and right of use assets (2,829) 13
Cash from operating activities 88,707 62,906
Cash used for investing activities    
Acquisition of intangible assets, property, plant and equipment (56,364) (77,838)
Change in accounts payable related to intangible assets, property, plant and equipment 3,122 (16,749)
Payment for business, net of cash acquired (527) (6,957)
Proceeds from disposition of investments 0 9,625
Change in other non-current financial assets (5,197) (12,280)
Cash used for investing activities (58,966) (104,199)
Cash used for financing activities    
Proceeds from exercise of stock options 4,433 1,948
Repurchase of treasury stocks (157,492) (103,354)
Cash payment for contingent consideration 0 (22,025)
Change in other financing activities (1,296) (1,427)
Cash used for financing activities (154,355) (124,858)
Effect of exchange rates changes on cash and cash equivalents (2,737) (12,192)
Net decrease in cash and cash equivalents and restricted cash (127,351) (178,343)
Net cash and cash equivalents and restricted cash at beginning of period 411,341 448,200
Net cash and cash equivalents and restricted cash at end of period 283,990 269,857
Supplemental disclosures of cash flow information    
Cash paid for taxes, net of refunds (36,099) (41,377)
Cash paid for interest $ (1,032) $ (1,055)
v3.24.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Summary of significant accounting policies Summary of Significant Accounting Policies
Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"), including regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024.

The unaudited condensed consolidated financial statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending December 31, 2024.

Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures 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. Our actual results may differ from these estimates. Estimates in our financial statements include, but are not limited to, (1) gross versus net assessment in 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.

Significant Accounting Policies

Reportable Segments

Beginning with the first quarter of 2024, 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 Chief Operating Decision Maker (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 in accounting policy did not impact our results of operations, financial position, or cash flows. Refer to Note 2 for further discussion.

Goodwill Interim Impairment Evaluation
The Company's goodwill balance was $526.6 million and $524.2 million at September 30, 2024 and December 31, 2023, respectively. We assess goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As noted above, during the first quarter 2024, the Company made a change to its operating and reportable segments from three to two segments: Retail Media and Performance Media. As a result of this change, we reassessed our reporting units for the evaluation of goodwill. Prior to this change, consistent with the determination that we had three operating/reportable segment, we determined that we had three reporting units for goodwill assessment purposes. Our reassessment during the first quarter of 2024 determined that, consistent with the determination that we had two operating/ reportable segments, we also have two reporting units for goodwill assessment purposes: Retail Media and Performance Media.
As a result of this change in reporting units, effective January 1, 2024, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that the goodwill held by the Iponweb reportable unit was now allocated to the Performance Media reporting unit. This determination was largely based on the fact that the operations of the previous Iponweb operating segment/ reporting unit are significantly integrated with the Performance Media operating segment / reportable unit. The change in reporting units was also considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2024 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2024.
Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended September 30, 2024 were as follows:
Retail MediaPerformance MediaTotal
Balance at January 1, 2024
$149,680 $374,517 $524,197 
Acquisitions— — — 
Disposals— — — 
Currency translation adjustment429 1,943 2,372 
Impairments— — — 
Balance at September 30, 2024
$150,109 $376,460 $526,569 
There have been no other significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Recently Issued Accounting Pronouncements

There have been no recently issued accounting standards adopted during the period which had a material impact on the Company's financial statements.

There are no recently issued accounting standards that are expected to have a material impact on our results of operations, financial condition, or cash flows.
v3.24.3
Segment information
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment information 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 with the first quarter of 2024, the Company changed its segment reporting structure and reports its results of operations through the following two segments: Retail Media and Performance Media.
–Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

–Performance Media: This segment encompasses commerce activation, monetization, and services.

The Company's CODM allocates resources to and assesses the performance of each segment using information about Contribution excluding Traffic Acquisition Costs (Contribution ex-TAC), which is our segment profitability measure and reflects our gross profit plus other costs of revenue. The Company's CODM does not review any other financial information for our two segments, on a regular basis.
The following table shows revenue by reportable segment:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Retail Media$60,765 $49,813 $166,414 $132,424 
Performance Media398,127 419,380 1,213,840 1,250,719 
Total Revenue$458,892 $469,193 $1,380,254 $1,383,143 

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:

Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Contribution ex-TAC
Retail Media$59,583 $48,436 $163,618 $129,306 
Performance Media206,520 196,959 623,466 576,924 
$266,103 $245,395 $787,084 $706,230 
Other costs of sales(34,171)(40,268)(105,084)(119,812)
Gross profit$231,932 $205,127 $682,000 $586,418 
Operating expenses
Research and development expenses(85,285)(62,522)(211,782)(193,887)
Sales and operations expenses(90,823)(94,572)(278,734)(308,325)
General and administrative expenses(46,222)(36,599)(134,590)(95,306)
Total Operating expenses$(222,330)$(193,693)$(625,106)$(597,518)
Income (loss) from operations$9,602 $11,434 $56,894 $(11,100)
Financial and Other Income (Expense)(8)(2,967)889 2,008 
Income (loss) before tax$9,594 $8,467 $57,783 $(9,092)
Breakdown of Revenue and Non-Current Assets by Geographical Areas
The Company operates in the following three geographical markets:
•    Americas (North and South America);
•    EMEA (Europe, Middle-East and Africa); and
•    Asia-Pacific.
The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns or of the retailers.
Three Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$206,816 $161,745 $90,331 $458,892 
September 30, 2023$219,667 $158,756 $90,770 $469,193 
Nine Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$617,555 $493,083 $269,616 $1,380,254 
September 30, 2023$616,418 $482,939 $283,786 $1,383,143 
Revenue generated in other significant countries where we operate is presented in the following table:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Americas
United States$185,864 $199,270 $553,867 $557,116 
EMEA
Germany$48,128 $46,391 $146,881 $140,592 
France$20,888 $23,423 $64,836 $71,130 
Asia-Pacific
Japan$49,763 $49,213 $151,760 $162,767 
For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities.
AmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$74,080 $199,948 $13,197 $287,225 
December 31, 2023$89,355 $202,969 $15,058 $307,382 
v3.24.3
Financial Instruments
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Financial Instruments Financial Instruments
Fair Value Measurements
We classify our cash, cash equivalents and marketable debt securities within Level 1 or Level 2 because we use quoted market prices or pricing models with observable inputs to determine their fair value. Our term deposits are comprised primarily of interest-bearing term deposits and mutual funds. Interest-bearing and term bank deposits are considered Level 2 financial instruments as they are measured using valuation techniques based on observable market data. Term deposits are considered a level 2 financial instrument as they are measured using valuation techniques based on observable market data.
September 30, 2024December 31, 2023
Cash and Cash EquivalentMarketable SecuritiesCash and Cash EquivalentMarketable Securities
(in thousands)
Level 1
Cash and cash equivalents$180,321 $— $285,518 $— 
Level 2
   Term deposits and notes28,419 28,608 50,823 22,545 
Total$208,740 $28,608 $336,341 $22,545 

The fair value of term deposits approximates their carrying amount given the nature of the investments, its maturities and expected future cash flows.
Marketable Securities
The following table presents for each reporting period, the breakdown of the fair value of marketable securities:
September 30, 2024December 31, 2023
(in thousands)
Securities Held-to-maturity
Term Deposits28,608 22,545 
Total$28,608 $22,545 

The gross unrealized gains on our marketable securities were not material as of September 30, 2024.
The following table classifies our marketable debt securities by contractual maturities:
Held-to-maturity
September 30, 2024
(in thousands)
Due in one year$23,010 
Due in one to five years5,598 
Total$28,608 
Restricted Cash
As of September 30, 2024, the Company has restricted cash of $75 million in an escrow account containing withdrawal conditions. The cash secures the Company's payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2023 fiscal year, as discussed further in Note 6..
v3.24.3
Trade Receivables
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Trade Receivables Trade Receivables
The following table shows the breakdown in trade receivables net book value for the presented periods:
September 30, 2024December 31, 2023
(in thousands)
Trade accounts receivables$681,350 $818,937 
(Less) Allowance for credit losses(35,067)(43,348)
Net book value at end of period$646,283 $775,589 
As of September 30, 2024 no customer individually exceeded 10% of our gross accounts receivables.
v3.24.3
Other Current and Non-Current Assets
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Current and Non-Current Assets Other Current and Non-Current Assets
The following table shows the breakdown in other current assets net book value for the presented periods:
September 30, 2024December 31, 2023
(in thousands)
Prepayments to suppliers$5,828 $7,499 
Other debtors9,439 7,279 
Prepaid expenses29,612 32,858 
Other current assets— 655 
Net book value at end of period$44,879 $48,291 
Prepaid expenses mainly consist of amounts related to SaaS arrangements largely for internal ERP systems
Other non-current assets of $62.2 million are primarily comprised of the indemnification asset of $49.1 million recorded against certain tax liabilities related to the purchase agreement for the Iponweb Acquisition.
v3.24.3
Other Current and Non-Current Liabilities
 9 Months Ended
Sep. 30, 2024
Other Liabilities Disclosure [Abstract]  
Other Current and Non-Current Liabilities Other Current and Non-Current Liabilities
Other current liabilities are presented in the following table:
September 30, 2024December 31, 2023
(in thousands)
Earn out liability - current$54,640 $49,647 
Rebates28,408 23,315 
Deferred revenue and other customer prepayments15,981 25,925 
Accounts payable relating to capital expenditures5,799 3,346 
Other creditors4,290 2,319 
Total current liabilities$109,118 $104,552 
The earn out liability is related to the Iponweb Acquisition, whereas the Sellers are entitled to contingent consideration, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2023 fiscal year. The related earn-out liability is valued and discounted using management's best estimate of the consideration that is expected to be paid in the fourth quarter of 2024.

Other non-current liabilities are presented in the following table:
September 30, 2024December 31, 2023
(in thousands)
Uncertain tax positions$19,055 $16,785 
Other$1,481 $2,297 
Total non-current liabilities$20,536 $19,082 
The uncertain tax positions are primarily related to the Iponweb Acquisition.
v3.24.3
Leases
 9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Leases Leases
The components of lease expense are as follows:
Three Months EndedSeptember 30, 2024September 30, 2023
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$3,624 $6,786 $10,410 $3,419 $5,644 $9,063 
Short term lease expense287 — 287 200 13 213 
Variable lease expense431 65 496 289 14 303 
Sublease income(343)— (343)(277)— (277)
Total operating lease expense$3,999 $6,851 $10,850 $3,631 $5,671 $9,302 
Nine Months EndedSeptember 30, 2024September 30, 2023
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$10,839 $19,642 $30,481 $10,548 $16,844 $27,392 
Short term lease expense914 — 914 489 42 531 
Variable lease expense1,102 122 1,224 493 75 568 
Sublease income(1,152)— (1,152)(692)— (692)
Total operating lease expense$11,703 $19,764 $31,467 $10,838 $16,961 $27,799 
v3.24.3
Employee Benefits
 9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Employee Benefits Employee Benefits
Defined Benefit Plans
According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.
The following table summarizes the changes in the projected benefit obligation:
Projected benefit obligation
(in thousands)
Projected benefit obligation present value at January 1, 2023
$3,708 
Service cost
707 
 Interest cost
161 
 Curtailment(306)
Actuarial losses (gains)
(290)
Currency translation adjustment
143 
Projected benefit obligation present value at December 31, 2023
$4,123 
Service cost
518 
 Interest cost
119 
Actuarial losses (gains)
101 
Currency translation adjustment
77 
Projected benefit obligation present value at September 30, 2024
$4,938 
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:
Nine Months EndedYear Ended
September 30, 2024December 31, 2023
Discount rate (Corp AA)
3.8%3.9%
Expected rate of salary increase
7.0%7.0%
Expected rate of social charges
48.0%48.0%
Expected staff turnover
Company age-based tableCompany age-based table
Estimated retirement age
65 years old65 years old
Life table
TH-TF 2000-2002 shiftedTH-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 Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The main contributions relate to France, the United States (for 401k plans), and the United Kingdom.
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Defined contributions plans included in personnel expenses
$(4,684)$(4,694)$(14,974)$(14,308)
v3.24.3
Revenue
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue Revenue
The following table presents our disaggregated revenues by segment:
Three Months EndedRetail MediaPerformance MediaTotal
(in thousands)
September 30, 2024$60,765 $398,127 $458,892 
September 30, 2023$49,813 $419,380 $469,193 
Nine Months EndedRetail MediaPerformance MediaTotal
(in thousands)
September 30, 2024$166,414 $1,213,840 $1,380,254 
September 30, 2023$132,424 $1,250,719 $1,383,143 
v3.24.3
Share-Based Compensation
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
Equity awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows:

Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Research and Development
$(44,461)$(44,438)
Sales and Operations
(15,703)(15,240)
General and Administrative
(22,029)(16,675)
Total equity awards compensation expense (1)
$(82,193)$(76,353)
Tax benefit from equity awards compensation expense7,920 6,084 
Total equity awards compensation expense, net of tax effect$(74,273)$(70,269)

(1) The nine months ended September 30, 2024 are presented net of $2.9 million capitalized stock-based compensation relating to internally developed software.
The breakdown of the equity award compensation expense by instrument type was as follows:

Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Share options$(46)$(80)
Lock-up shares(29,790)(28,326)
Restricted stock units / Performance stock units(51,058)(46,519)
Non-employee warrants(1,299)(1,428)
Total equity awards compensation expense (1)
$(82,193)$(76,353)
Tax benefit from equity awards compensation expense7,920 6,084 
Total equity awards compensation expense, net of tax effect$(74,273)$(70,269)

(1) Presented net of $2.9 million capitalized stock-based compensation relating to internally developed software.

A detailed description of each instrument type is provided below.


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.
In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

Options Outstanding
Number of Shares Underlying Outstanding OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding as of December 31, 2023
319,238 
Options granted— 
Options exercised(79,993)
Options forfeited(9,439)
Options canceled— 
Options expired(6,320)
Outstanding as of September 30, 2024
223,486 
Vested and exercisable as of September 30, 2024
223,486 €18.72 4.62€17.94 

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. No new stock options were granted in the period ending September 30, 2024. As of September 30, 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 Founder (referred to as Lock Up Shares or "LUS"), as partial consideration for the Iponweb Acquisition. These shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changes or the Founder's employment agreement is terminated under certain circumstances during the duration of such lock-up period. These shares are considered as share-based compensation under ASC 718 and are 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. The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty (20) trading days immediately preceding July 28, 2022.

SharesWeighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023
1,953,761 — 
Granted— — 
Vested(1,351,880)— 
Forfeited— — 
Outstanding as of September 30, 2024
601,881 $23.73 


During the three-month period ended September 30, 2024, the Company repurchased 640,000 shares, upon the expiration of the lock-up for approximately $30.0 million, as part of our share buy-back program. The shares were repurchased at fair market value based on the Nasdaq closing price. This resulted in additional share-based compensation expense of $13.3 million in the Consolidated Statement of Income.

As of September 30, 2024, the Company had unrecognized stock-based compensation relating to these lock up share awards of approximately $4.4 million, which is expected to be recognized over a period from October 1, 2024 to August 1, 2025.

Restricted Stock Units and Performance Stock Units

During the nine months ended September 30, 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. In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are in euros, as the Company is incorporated in France and the euro is the currency used for the grants.
Shares (RSU)Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023
5,293,263 — 
Granted1,492,022 — 
Vested(1,595,513)— 
Forfeited(294,566)— 
Outstanding as of September 30, 2024
4,895,206 €30.86 

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 1,492,022 shares have been granted under this plan, with a weighted-average grant-date fair value of €30.86.

As of September 30, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $89.6 million, which is expected to be recognized over a weighted-average period of 3.3 years.

Performance Stock Units

Performance stock units are subject to either a performance condition or a market condition.

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 €30.54 per share for a total fair value of approximately $18.9 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 — 
Granted568,081 — 
Performance share adjustment
64,152 
Vested(202,637)— 
Forfeited— — 
Outstanding as of September 30, 2024
1,089,991 €30.54 

As of September 30, 2024, the Company had unrecognized stock-based compensation related to performance stock units of approximately $19.5 million, which is expected to be recognized over a weighted-average period of 3.2 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 $13.7 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 Company42.73 %
Expected volatility of the benchmark71.18 %
Risk-free rate4.27 %
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
— — 
Granted268,226 — 
Vested— — 
Forfeited— — 
Outstanding as of September 30, 2024
268,226 €47.42 
As of September 30, 2024, a total of $3.4 million expense has been recognized and the Company had unrecognized stock-based compensation related to performance stock units based of market conditions of $10.5 million, which is expected to be recognized over a period from October 1, 2024 to March 1, 2027.
Non-employee warrants

Non-employee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.

SharesWeighted-Average Grant date Fair Value Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding as of December 31, 2023
244,457 
Granted— 
Exercised(84,560)
Canceled— 
Expired— 
Outstanding as of September 30, 2024
159,897 €16.59 3.80€20.11 
Vested and exercisable - September 30, 2024
159,897 

The aggregate intrinsic value represents the difference between the exercise price of the non-employee warrants and the fair market value of common stock on the date of exercise.

No new stock non-employee warrants were granted in the period ending September 30, 2024. As of September 30, 2024 all instruments have fully vested.
v3.24.3
Financial and Other Income and Expenses
 9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
Financial and Other Income and Expenses Financial and Other Income and Expenses
The condensed consolidated statements of income line item “Financial and Other income (Loss)” can be broken down as follows:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Financial income from cash equivalents$1,432 $1,055 $5,261 $3,190 
Interest and fees(505)(437)(1,337)(1,500)
Foreign exchange losses
(901)(1,731)(1,459)(4,683)
Discounting impact(8)(1,593)(1,774)(3,692)
Other financial income
(26)(261)198 8,693 
Total Financial and Other Income (Expense)
$(8)$(2,967)$889 $2,008 
The $0.9 million in financial and other income for the nine months ended September 30, 2024, were mainly driven by financial income from cash equivalents, partially offset by a negative impact of foreign exchange losses and the change in the accretion of the earn-out liability related to the Iponweb Acquisition.
As of September 30, 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.
v3.24.3
Income Taxes
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.
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. While the adoption of Pillar Two did not have a material impact on the nine months ended September 30, 2024, the Company will continue to assess the ongoing impact as additional guidance becomes available.
The following table presents provision for income taxes:
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Provision for income tax (expense) benefit$(15,014)$1,685 
For the nine months ended September 30, 2024, the provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application the reduced income tax rate on the majority of the technology royalties income in France and nondeductible equity awards compensation expense.
v3.24.3
Earnings Per Share
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings per share Earnings Per Share
Basic Earnings (Loss) Per Share
We calculate basic earnings (loss) per share ("EPS") by dividing the net income or loss for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income (loss) attributable to shareholders of Criteo S.A.
$6,245 $6,927 $40,476 $(7,758)
Weighted average number of shares outstanding54,695,112 56,297,666 54,840,650 56,173,218 
Basic earnings (loss) per share
$0.11 $0.12 $0.74 $(0.14)
Diluted Earnings (Loss) Per Share
We calculate diluted earnings (loss) per share by dividing the net income or loss 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 (refer to Note 10). For the nine months ended September 30, 2023, the Company reported a net loss hence basic net loss per share was the same as diluted net loss per share, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.
For each period presented, a contract to issue a certain number of shares (i.e., share option, non-employee warrant, employee warrant ("BSPCE") was assessed as potentially dilutive if it was “in the money” (i.e., the exercise or settlement price is lower than the average market price).
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income (loss) attributable to shareholders of Criteo S.A.
$6,245 $6,927 $40,476 $(7,758)
Basic shares :
Weighted average number of shares outstanding of Criteo S.A.54,695,112 56,297,666 54,840,650 56,173,218 
Dilutive effect of :
Restricted share awards ("RSUs")3,080,895 3,718,688 2,947,233 — 
Lock-up shares ('LUSs")
472,956 967,941 949,255 — 
Share options and BSPCE121,177 103,221 112,102 — 
Share warrants59,993 53,378 60,712 — 
Diluted shares :
Weighted average number of shares outstanding used to determine diluted earnings per share58,430,133 60,172,953 58,909,952 56,173,218 
Diluted earnings (loss) per share
$0.11 $0.12 $0.69 $(0.14)
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:
Nine Months Ended
September 30, 2024September 30, 2023
Restricted share awards303,261 165,940 
Share options and BSPCE— — 
Weighted average number of anti-dilutive securities excluded from diluted earnings per share303,261 165,940 
v3.24.3
Commitments and contingencies
 9 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies Commitments and 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 ($42.8 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.

Non-income tax risks
We have recorded a $31.9 million provision related to certain non-income tax items accounted for as a contingency under ASC 450. These risks were identified and recognized as part of the Iponweb Acquisition. We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the Framework Purchase Agreement (FPA). The indemnification asset is recorded as part of "Other non current assets" on the consolidated statement of financial position.
v3.24.3
Breakdown of Revenue and Non-Current Assets by Geographical Areas
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Breakdown of Revenue and Non-Current Assets by Geographical Areas 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 with the first quarter of 2024, the Company changed its segment reporting structure and reports its results of operations through the following two segments: Retail Media and Performance Media.
–Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

–Performance Media: This segment encompasses commerce activation, monetization, and services.

The Company's CODM allocates resources to and assesses the performance of each segment using information about Contribution excluding Traffic Acquisition Costs (Contribution ex-TAC), which is our segment profitability measure and reflects our gross profit plus other costs of revenue. The Company's CODM does not review any other financial information for our two segments, on a regular basis.
The following table shows revenue by reportable segment:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Retail Media$60,765 $49,813 $166,414 $132,424 
Performance Media398,127 419,380 1,213,840 1,250,719 
Total Revenue$458,892 $469,193 $1,380,254 $1,383,143 

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:

Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Contribution ex-TAC
Retail Media$59,583 $48,436 $163,618 $129,306 
Performance Media206,520 196,959 623,466 576,924 
$266,103 $245,395 $787,084 $706,230 
Other costs of sales(34,171)(40,268)(105,084)(119,812)
Gross profit$231,932 $205,127 $682,000 $586,418 
Operating expenses
Research and development expenses(85,285)(62,522)(211,782)(193,887)
Sales and operations expenses(90,823)(94,572)(278,734)(308,325)
General and administrative expenses(46,222)(36,599)(134,590)(95,306)
Total Operating expenses$(222,330)$(193,693)$(625,106)$(597,518)
Income (loss) from operations$9,602 $11,434 $56,894 $(11,100)
Financial and Other Income (Expense)(8)(2,967)889 2,008 
Income (loss) before tax$9,594 $8,467 $57,783 $(9,092)
Breakdown of Revenue and Non-Current Assets by Geographical Areas
The Company operates in the following three geographical markets:
•    Americas (North and South America);
•    EMEA (Europe, Middle-East and Africa); and
•    Asia-Pacific.
The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns or of the retailers.
Three Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$206,816 $161,745 $90,331 $458,892 
September 30, 2023$219,667 $158,756 $90,770 $469,193 
Nine Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$617,555 $493,083 $269,616 $1,380,254 
September 30, 2023$616,418 $482,939 $283,786 $1,383,143 
Revenue generated in other significant countries where we operate is presented in the following table:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Americas
United States$185,864 $199,270 $553,867 $557,116 
EMEA
Germany$48,128 $46,391 $146,881 $140,592 
France$20,888 $23,423 $64,836 $71,130 
Asia-Pacific
Japan$49,763 $49,213 $151,760 $162,767 
For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities.
AmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$74,080 $199,948 $13,197 $287,225 
December 31, 2023$89,355 $202,969 $15,058 $307,382 
v3.24.3
Subsequent Events
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent events Subsequent Events
The Company evaluated all subsequent events that occurred after September 30, 2024 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure.
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net income (loss) attributable to shareholders of Criteo S.A. $ 6,245 $ 6,927 $ 40,476 $ (7,758)
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
shares
Trading Arrangements, by Individual  
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Ryan Damon [Member]  
Trading Arrangements, by Individual  
Name Ryan Damon
Title Chief Legal and Transformation Officer
Rule 10b5-1 Arrangement Adopted true
Adoption Date September 13, 2024
Expiration Date May 30, 2025
Aggregate Available 51,211
Brian Gleeson [Member]  
Trading Arrangements, by Individual  
Name Brian Gleason
Title Chief Revenue Officer and President, Retail Media
Rule 10b5-1 Arrangement Adopted true
Adoption Date August 8, 2024
Expiration Date August 8, 2025
Aggregate Available 54,720
v3.24.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"), including regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024.

The unaudited condensed consolidated financial statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending December 31, 2024.
Use of Estimates
Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures 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. Our actual results may differ from these estimates. Estimates in our financial statements include, but are not limited to, (1) gross versus net assessment in 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.
Significant Accounting Policies
Significant Accounting Policies

Reportable Segments

Beginning with the first quarter of 2024, 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 Chief Operating Decision Maker (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 in accounting policy did not impact our results of operations, financial position, or cash flows. Refer to Note 2 for further discussion.

Goodwill Interim Impairment Evaluation
The Company's goodwill balance was $526.6 million and $524.2 million at September 30, 2024 and December 31, 2023, respectively. We assess goodwill for impairment at least annually during the fourth quarter and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. As noted above, during the first quarter 2024, the Company made a change to its operating and reportable segments from three to two segments: Retail Media and Performance Media. As a result of this change, we reassessed our reporting units for the evaluation of goodwill. Prior to this change, consistent with the determination that we had three operating/reportable segment, we determined that we had three reporting units for goodwill assessment purposes. Our reassessment during the first quarter of 2024 determined that, consistent with the determination that we had two operating/ reportable segments, we also have two reporting units for goodwill assessment purposes: Retail Media and Performance Media.
As a result of this change in reporting units, effective January 1, 2024, we estimated the fair value of our new reporting units and, based on an assessment of the relative fair values of our new reporting units after the change, we determined that the goodwill held by the Iponweb reportable unit was now allocated to the Performance Media reporting unit. This determination was largely based on the fact that the operations of the previous Iponweb operating segment/ reporting unit are significantly integrated with the Performance Media operating segment / reportable unit. The change in reporting units was also considered a triggering event indicating a test for goodwill impairment was required as of January 1, 2024 before and after the change in reporting units. The Company performed those impairment tests, which did not result in the identification of an impairment loss as of January 1, 2024.
Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended September 30, 2024 were as follows:
Retail MediaPerformance MediaTotal
Balance at January 1, 2024
$149,680 $374,517 $524,197 
Acquisitions— — — 
Disposals— — — 
Currency translation adjustment429 1,943 2,372 
Impairments— — — 
Balance at September 30, 2024
$150,109 $376,460 $526,569 
There have been no other significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Recently Issued Accounting Pronouncements
Recently Issued Accounting Pronouncements

There have been no recently issued accounting standards adopted during the period which had a material impact on the Company's financial statements.

There are no recently issued accounting standards that are expected to have a material impact on our results of operations, financial condition, or cash flows.
v3.24.3
Summary of Significant Accounting Policies (Tables)
 9 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Schedule of Goodwill
Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended September 30, 2024 were as follows:
Retail MediaPerformance MediaTotal
Balance at January 1, 2024
$149,680 $374,517 $524,197 
Acquisitions— — — 
Disposals— — — 
Currency translation adjustment429 1,943 2,372 
Impairments— — — 
Balance at September 30, 2024
$150,109 $376,460 $526,569 
v3.24.3
Segment information (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information
The following table shows revenue by reportable segment:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Retail Media$60,765 $49,813 $166,414 $132,424 
Performance Media398,127 419,380 1,213,840 1,250,719 
Total Revenue$458,892 $469,193 $1,380,254 $1,383,143 

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:

Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Contribution ex-TAC
Retail Media$59,583 $48,436 $163,618 $129,306 
Performance Media206,520 196,959 623,466 576,924 
$266,103 $245,395 $787,084 $706,230 
Other costs of sales(34,171)(40,268)(105,084)(119,812)
Gross profit$231,932 $205,127 $682,000 $586,418 
Operating expenses
Research and development expenses(85,285)(62,522)(211,782)(193,887)
Sales and operations expenses(90,823)(94,572)(278,734)(308,325)
General and administrative expenses(46,222)(36,599)(134,590)(95,306)
Total Operating expenses$(222,330)$(193,693)$(625,106)$(597,518)
Income (loss) from operations$9,602 $11,434 $56,894 $(11,100)
Financial and Other Income (Expense)(8)(2,967)889 2,008 
Income (loss) before tax$9,594 $8,467 $57,783 $(9,092)
v3.24.3
Financial Instruments (Tables)
 9 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value, Assets Measured on Recurring Basis
September 30, 2024December 31, 2023
Cash and Cash EquivalentMarketable SecuritiesCash and Cash EquivalentMarketable Securities
(in thousands)
Level 1
Cash and cash equivalents$180,321 $— $285,518 $— 
Level 2
   Term deposits and notes28,419 28,608 50,823 22,545 
Total$208,740 $28,608 $336,341 $22,545 
Schedule of Financial Assets
The following table presents for each reporting period, the breakdown of the fair value of marketable securities:
September 30, 2024December 31, 2023
(in thousands)
Securities Held-to-maturity
Term Deposits28,608 22,545 
Total$28,608 $22,545 
Debt Securities, Available-for-Sale
The following table classifies our marketable debt securities by contractual maturities:
Held-to-maturity
September 30, 2024
(in thousands)
Due in one year$23,010 
Due in one to five years5,598 
Total$28,608 
v3.24.3
Trade Receivables (Tables)
 9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Schedule of Breakdown in Trade Receivables
The following table shows the breakdown in trade receivables net book value for the presented periods:
September 30, 2024December 31, 2023
(in thousands)
Trade accounts receivables$681,350 $818,937 
(Less) Allowance for credit losses(35,067)(43,348)
Net book value at end of period$646,283 $775,589 
v3.24.3
Other Current and Non-Current Assets (Tables)
 9 Months Ended
Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Other Current Assets
The following table shows the breakdown in other current assets net book value for the presented periods:
September 30, 2024December 31, 2023
(in thousands)
Prepayments to suppliers$5,828 $7,499 
Other debtors9,439 7,279 
Prepaid expenses29,612 32,858 
Other current assets— 655 
Net book value at end of period$44,879 $48,291 
v3.24.3
Other Current and Non-Current Liabilities (Tables)
 9 Months Ended
Sep. 30, 2024
Other Liabilities Disclosure [Abstract]  
Schedule of Other Current Liabilities
Other current liabilities are presented in the following table:
September 30, 2024December 31, 2023
(in thousands)
Earn out liability - current$54,640 $49,647 
Rebates28,408 23,315 
Deferred revenue and other customer prepayments15,981 25,925 
Accounts payable relating to capital expenditures5,799 3,346 
Other creditors4,290 2,319 
Total current liabilities$109,118 $104,552 
Schedule of Other Noncurrent Liabilities
Other non-current liabilities are presented in the following table:
September 30, 2024December 31, 2023
(in thousands)
Uncertain tax positions$19,055 $16,785 
Other$1,481 $2,297 
Total non-current liabilities$20,536 $19,082 
v3.24.3
Leases (Tables)
 9 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Components of Lease Expense
The components of lease expense are as follows:
Three Months EndedSeptember 30, 2024September 30, 2023
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$3,624 $6,786 $10,410 $3,419 $5,644 $9,063 
Short term lease expense287 — 287 200 13 213 
Variable lease expense431 65 496 289 14 303 
Sublease income(343)— (343)(277)— (277)
Total operating lease expense$3,999 $6,851 $10,850 $3,631 $5,671 $9,302 
Nine Months EndedSeptember 30, 2024September 30, 2023
OfficesData CentersTotalOfficesData CentersTotal
(in thousands)
Lease expense$10,839 $19,642 $30,481 $10,548 $16,844 $27,392 
Short term lease expense914 — 914 489 42 531 
Variable lease expense1,102 122 1,224 493 75 568 
Sublease income(1,152)— (1,152)(692)— (692)
Total operating lease expense$11,703 $19,764 $31,467 $10,838 $16,961 $27,799 
v3.24.3
Employee Benefits (Tables)
 9 Months Ended
Sep. 30, 2024
Retirement Benefits [Abstract]  
Schedule of Accumulated and Projected Benefit Obligations
The following table summarizes the changes in the projected benefit obligation:
Projected benefit obligation
(in thousands)
Projected benefit obligation present value at January 1, 2023
$3,708 
Service cost
707 
 Interest cost
161 
 Curtailment(306)
Actuarial losses (gains)
(290)
Currency translation adjustment
143 
Projected benefit obligation present value at December 31, 2023
$4,123 
Service cost
518 
 Interest cost
119 
Actuarial losses (gains)
101 
Currency translation adjustment
77 
Projected benefit obligation present value at September 30, 2024
$4,938 
Schedule of Assumptions Used for Actuarial Valuations
The main assumptions used for the purposes of the actuarial valuations are listed below:
Nine Months EndedYear Ended
September 30, 2024December 31, 2023
Discount rate (Corp AA)
3.8%3.9%
Expected rate of salary increase
7.0%7.0%
Expected rate of social charges
48.0%48.0%
Expected staff turnover
Company age-based tableCompany age-based table
Estimated retirement age
65 years old65 years old
Life table
TH-TF 2000-2002 shiftedTH-TF 2000-2002 shifted
Schedule of Defined Contribution Plan
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Defined contributions plans included in personnel expenses
$(4,684)$(4,694)$(14,974)$(14,308)
v3.24.3
Revenue (Tables)
 9 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following table presents our disaggregated revenues by segment:
Three Months EndedRetail MediaPerformance MediaTotal
(in thousands)
September 30, 2024$60,765 $398,127 $458,892 
September 30, 2023$49,813 $419,380 $469,193 
Nine Months EndedRetail MediaPerformance MediaTotal
(in thousands)
September 30, 2024$166,414 $1,213,840 $1,380,254 
September 30, 2023$132,424 $1,250,719 $1,383,143 
v3.24.3
Share-Based Compensation (Tables)
 9 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs
Equity awards compensation expense recorded in the consolidated statements of operations was as follows:

Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Research and Development
$(44,461)$(44,438)
Sales and Operations
(15,703)(15,240)
General and Administrative
(22,029)(16,675)
Total equity awards compensation expense (1)
$(82,193)$(76,353)
Tax benefit from equity awards compensation expense7,920 6,084 
Total equity awards compensation expense, net of tax effect$(74,273)$(70,269)

(1) The nine months ended September 30, 2024 are presented net of $2.9 million capitalized stock-based compensation relating to internally developed software.
The breakdown of the equity award compensation expense by instrument type was as follows:

Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Share options$(46)$(80)
Lock-up shares(29,790)(28,326)
Restricted stock units / Performance stock units(51,058)(46,519)
Non-employee warrants(1,299)(1,428)
Total equity awards compensation expense (1)
$(82,193)$(76,353)
Tax benefit from equity awards compensation expense7,920 6,084 
Total equity awards compensation expense, net of tax effect$(74,273)$(70,269)

(1) Presented net of $2.9 million capitalized stock-based compensation relating to internally developed software.
Schedule of Stock Options Roll Forward
Options Outstanding
Number of Shares Underlying Outstanding OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding as of December 31, 2023
319,238 
Options granted— 
Options exercised(79,993)
Options forfeited(9,439)
Options canceled— 
Options expired(6,320)
Outstanding as of September 30, 2024
223,486 
Vested and exercisable as of September 30, 2024
223,486 €18.72 4.62€17.94 
Schedule of Nonvested Share Activity
SharesWeighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023
1,953,761 — 
Granted— — 
Vested(1,351,880)— 
Forfeited— — 
Outstanding as of September 30, 2024
601,881 $23.73 
Schedule of Nonvested Restricted Stock Units Activity
Shares (RSU)Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023
5,293,263 — 
Granted1,492,022 — 
Vested(1,595,513)— 
Forfeited(294,566)— 
Outstanding as of September 30, 2024
4,895,206 €30.86 
Share-Based Payment Arrangement, Performance Shares, Activity
Shares (PSU)Weighted-Average Grant date Fair Value Per Share
Outstanding as of December 31, 2023
660,395 — 
Granted568,081 — 
Performance share adjustment
64,152 
Vested(202,637)— 
Forfeited— — 
Outstanding as of September 30, 2024
1,089,991 €30.54 
Share Based Compensation Performance Shares Award Total Shareholder Return Unvested Activity
The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:
Expected volatility of the Company42.73 %
Expected volatility of the benchmark71.18 %
Risk-free rate4.27 %
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
— — 
Granted268,226 — 
Vested— — 
Forfeited— — 
Outstanding as of September 30, 2024
268,226 €47.42 
Schedule of Stockholders' Equity Note, Warrants or Rights
SharesWeighted-Average Grant date Fair Value Per ShareWeighted-Average Remaining Contractual Term (Years)Aggregate Intrinsic Value
Outstanding as of December 31, 2023
244,457 
Granted— 
Exercised(84,560)
Canceled— 
Expired— 
Outstanding as of September 30, 2024
159,897 €16.59 3.80€20.11 
Vested and exercisable - September 30, 2024
159,897 
v3.24.3
Financial and Other Income and Expenses (Tables)
 9 Months Ended
Sep. 30, 2024
Other Income and Expenses [Abstract]  
Schedule of Financial Income (Expense)
The condensed consolidated statements of income line item “Financial and Other income (Loss)” can be broken down as follows:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Financial income from cash equivalents$1,432 $1,055 $5,261 $3,190 
Interest and fees(505)(437)(1,337)(1,500)
Foreign exchange losses
(901)(1,731)(1,459)(4,683)
Discounting impact(8)(1,593)(1,774)(3,692)
Other financial income
(26)(261)198 8,693 
Total Financial and Other Income (Expense)
$(8)$(2,967)$889 $2,008 
v3.24.3
Income Taxes (Tables)
 9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Schedule of Provision for Income Taxes
The following table presents provision for income taxes:
Nine Months Ended
September 30, 2024September 30, 2023
(in thousands)
Provision for income tax (expense) benefit$(15,014)$1,685 
v3.24.3
Earnings Per Share (Tables)
 9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Basic Earnings Per Share
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income (loss) attributable to shareholders of Criteo S.A.
$6,245 $6,927 $40,476 $(7,758)
Weighted average number of shares outstanding54,695,112 56,297,666 54,840,650 56,173,218 
Basic earnings (loss) per share
$0.11 $0.12 $0.74 $(0.14)
Schedule of Diluted Earnings Per Share
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
Net income (loss) attributable to shareholders of Criteo S.A.
$6,245 $6,927 $40,476 $(7,758)
Basic shares :
Weighted average number of shares outstanding of Criteo S.A.54,695,112 56,297,666 54,840,650 56,173,218 
Dilutive effect of :
Restricted share awards ("RSUs")3,080,895 3,718,688 2,947,233 — 
Lock-up shares ('LUSs")
472,956 967,941 949,255 — 
Share options and BSPCE121,177 103,221 112,102 — 
Share warrants59,993 53,378 60,712 — 
Diluted shares :
Weighted average number of shares outstanding used to determine diluted earnings per share58,430,133 60,172,953 58,909,952 56,173,218 
Diluted earnings (loss) per share
$0.11 $0.12 $0.69 $(0.14)
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
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:
Nine Months Ended
September 30, 2024September 30, 2023
Restricted share awards303,261 165,940 
Share options and BSPCE— — 
Weighted average number of anti-dilutive securities excluded from diluted earnings per share303,261 165,940 
v3.24.3
Breakdown of Revenue and Non-Current Assets by Geographical Areas (Tables)
 9 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Consolidated Revenue by Geographical Area
The following tables disclose our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based on the location of advertisers’ campaigns or of the retailers.
Three Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$206,816 $161,745 $90,331 $458,892 
September 30, 2023$219,667 $158,756 $90,770 $469,193 
Nine Months EndedAmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$617,555 $493,083 $269,616 $1,380,254 
September 30, 2023$616,418 $482,939 $283,786 $1,383,143 
Schedule of Revenue Generated in Other Significant Countries Revenue generated in other significant countries where we operate is presented in the following table:
Three Months EndedNine Months Ended
September 30, 2024September 30, 2023September 30, 2024September 30, 2023
(in thousands)
Americas
United States$185,864 $199,270 $553,867 $557,116 
EMEA
Germany$48,128 $46,391 $146,881 $140,592 
France$20,888 $23,423 $64,836 $71,130 
Asia-Pacific
Japan$49,763 $49,213 $151,760 $162,767 
Schedule of Non-Current Assets by Geographical Area and Country
For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets, excluding right of use assets related to lease agreements) are presented in the table below. The geographical information includes results from the locations of legal entities.
AmericasEMEAAsia-PacificTotal
(in thousands)
September 30, 2024$74,080 $199,948 $13,197 $287,225 
December 31, 2023$89,355 $202,969 $15,058 $307,382 
v3.24.3
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
USD ($)
segment
Sep. 30, 2024
USD ($)
segment
Dec. 31, 2023
USD ($)
segment
Goodwill [Line Items]      
Number of reportable segments | segment 2 2 3
Goodwill balance, beginning of the period $ 524,197 $ 524,197  
Acquisitions   0  
Disposals   0  
Currency translation adjustment   2,372  
Impairments   0  
Goodwill balance, end of the period   526,569 $ 524,197
Retail Media      
Goodwill [Line Items]      
Goodwill balance, beginning of the period 149,680 149,680  
Acquisitions   0  
Disposals   0  
Currency translation adjustment   429  
Impairments   0  
Goodwill balance, end of the period   150,109 149,680
Performance Media      
Goodwill [Line Items]      
Goodwill balance, beginning of the period $ 374,517 374,517  
Acquisitions   0  
Disposals   0  
Currency translation adjustment   1,943  
Impairments   0  
Goodwill balance, end of the period   $ 376,460 $ 374,517
v3.24.3
Segment information - Narrative (Details) - segment
 3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Segment Reporting [Abstract]      
Number of reportable segments 2 2 3
Number of operating segments   2  
v3.24.3
Segment information - Schedule of Segment Reporting Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]        
Revenue $ 458,892 $ 469,193 $ 1,380,254 $ 1,383,143
Contribution ex-TAC 266,103 245,395 787,084 706,230
Other costs of sales (34,171) (40,268) (105,084) (119,812)
Gross profit 231,932 205,127 682,000 586,418
Operating expenses        
Research and development expenses (85,285) (62,522) (211,782) (193,887)
Sales and operations expenses (90,823) (94,572) (278,734) (308,325)
General and administrative expenses (46,222) (36,599) (134,590) (95,306)
Total operating expenses (222,330) (193,693) (625,106) (597,518)
Income (loss) from operations 9,602 11,434 56,894 (11,100)
Financial and Other Income (Expense) (8) (2,967) 889 2,008
Income (loss) before taxes 9,594 8,467 57,783 (9,092)
Retail Media        
Segment Reporting Information [Line Items]        
Revenue 60,765 49,813 166,414 132,424
Contribution ex-TAC 59,583 48,436 163,618 129,306
Performance Media        
Segment Reporting Information [Line Items]        
Revenue 398,127 419,380 1,213,840 1,250,719
Contribution ex-TAC $ 206,520 $ 196,959 $ 623,466 $ 576,924
v3.24.3
Financial Instruments - Fair Value Measurements (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents $ 208,740 $ 336,341
Term deposits and notes 28,608 22,545
Level 1    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 180,321 285,518
Level 2 | Term Deposits    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents 28,419 50,823
Term deposits and notes $ 28,608 $ 22,545
v3.24.3
Financial Instruments - Schedule of Breakdown of Marketable Securities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Total $ 28,608 $ 22,545
Term Deposits    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Securities Held-to-maturity $ 28,608 $ 22,545
v3.24.3
Financial Instruments - Schedule of Marketable Securities by Contractual Maturity (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Schedule of Held-to-maturity Securities [Line Items]    
Due in one year $ 23,010 $ 5,970
Due in one to five years 5,598 16,575
Term Deposits    
Schedule of Held-to-maturity Securities [Line Items]    
Due in one year 23,010  
Due in one to five years 5,598  
Held-to-maturity $ 28,608 $ 22,545
v3.24.3
Financial Instruments - Narrative (Details)
$ in Millions
Sep. 30, 2024
USD ($)
Fair Value Disclosures [Abstract]  
Restricted cash $ 75.0
v3.24.3
Trade Receivables - Schedule of Breakdown in Trade Receivables (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Receivables [Abstract]    
Trade accounts receivables $ 681,350 $ 818,937
(Less) Allowance for credit losses (35,067) (43,348)
Net book value at end of period $ 646,283 $ 775,589
v3.24.3
Other Current and Non-Current Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepayments to suppliers $ 5,828 $ 7,499
Other debtors 9,439 7,279
Prepaid expenses 29,612 32,858
Other current assets 0 655
Net book value at end of period $ 44,879 $ 48,291
v3.24.3
Other Current and Non-Current Assets - Additional Information (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other Non-current Assets [Line Items]    
Other non-current assets $ 62,216 $ 60,742
Iponweb    
Other Non-current Assets [Line Items]    
Indemnification asset $ 49,100  
v3.24.3
Other Current and Non-Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Earn out liability - current $ 54,640 $ 49,647
Rebates 28,408 23,315
Deferred revenue and other customer prepayments 15,981 25,925
Accounts payable relating to capital expenditures 5,799 3,346
Other creditors 4,290 2,319
Total current liabilities $ 109,118 $ 104,552
v3.24.3
Other Current and Non-Current Liabilities - Schedule of Other Noncurrent Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Other Liabilities Disclosure [Abstract]    
Uncertain tax positions $ 19,055 $ 16,785
Other 1,481 2,297
Other non-current liabilities $ 20,536 $ 19,082
v3.24.3
Leases - Schedule of Components of Lease Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Lessee, Lease, Description [Line Items]        
Lease expense $ 10,410 $ 9,063 $ 30,481 $ 27,392
Short term lease expense 287 213 914 531
Variable lease expense 496 303 1,224 568
Sublease income (343) (277) (1,152) (692)
Total operating lease expense 10,850 9,302 31,467 27,799
Offices        
Lessee, Lease, Description [Line Items]        
Lease expense 3,624 3,419 10,839 10,548
Short term lease expense 287 200 914 489
Variable lease expense 431 289 1,102 493
Sublease income (343) (277) (1,152) (692)
Total operating lease expense 3,999 3,631 11,703 10,838
Data Centers        
Lessee, Lease, Description [Line Items]        
Lease expense 6,786 5,644 19,642 16,844
Short term lease expense 0 13 0 42
Variable lease expense 65 14 122 75
Sublease income 0 0 0 0
Total operating lease expense $ 6,851 $ 5,671 $ 19,764 $ 16,961
v3.24.3
Employee Benefits - Schedule of Accumulated and Projected Benefit Obligations (Details) - USD ($)
$ in Thousands
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]    
Projected benefit obligation present value at beginning of period   $ 3,708
Service cost $ 518 707
Interest cost 119 161
Curtailment   (306)
Actuarial losses (gains) 101 (290)
Currency translation adjustment $ 77 143
Interest cost, location not disclosed Interest cost  
Curtailment, location not disclosed Operating Expenses  
Defined benefit plans $ 4,938 $ 4,123
v3.24.3
Employee Benefits - Schedule of Assumptions Used for Actuarial Valuations (Details)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Retirement Benefits [Abstract]    
Discount rate (Corp AA) 3.80% 3.90%
Expected rate of salary increase 7.00% 7.00%
Expected rate of social charges 48.00% 48.00%
v3.24.3
Employee Benefits - Schedule of Defined Contribution Plans (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Retirement Benefits [Abstract]        
Defined contributions plans included in personnel expenses $ (4,684) $ (4,694) $ (14,974) $ (14,308)
v3.24.3
Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]        
Total Revenue $ 458,892 $ 469,193 $ 1,380,254 $ 1,383,143
Retail Media        
Disaggregation of Revenue [Line Items]        
Total Revenue 60,765 49,813 166,414 132,424
Performance Media        
Disaggregation of Revenue [Line Items]        
Total Revenue $ 398,127 $ 419,380 $ 1,213,840 $ 1,250,719
v3.24.3
Share-Based Compensation - Equity Awards Compensation Expense (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Share-based compensation expense $ (82,193) $ (76,353)
Tax benefit from equity awards compensation expense 7,920 6,084
Total equity awards compensation expense, net of tax effect (74,273) (70,269)
Capitalized stock-based compensation relating to internally developed software 2,900  
Share options    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Share-based compensation expense (46) (80)
Lock-up shares    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Share-based compensation expense (29,790) (28,326)
Restricted stock units / Performance stock units    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Share-based compensation expense (51,058) (46,519)
Non-employee warrants    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Share-based compensation expense (1,299) (1,428)
Research and Development    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Share-based compensation expense (44,461) (44,438)
Sales and Operations    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Share-based compensation expense (15,703) (15,240)
General and Administrative    
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Share-based compensation expense $ (22,029) $ (16,675)
v3.24.3
Share-Based Compensation - Narrative (Details)
€ / shares in Units, $ in Thousands, € in Millions
 3 Months Ended 9 Months Ended
Aug. 01, 2022
day
shares
Sep. 30, 2024
USD ($)
shares
Sep. 30, 2024
USD ($)
tranche
shares
Sep. 30, 2024
EUR (€)
tranche
€ / shares
shares
Sep. 30, 2023
USD ($)
Sep. 30, 2024
EUR (€)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Granted, options (in shares) | shares     0 0    
Number of trading days | day 20          
Share-based compensation expense     $ 82,193   $ 76,353  
Warrants term   4 years 4 years     4 years
Granted (in shares) | shares     0 0    
Iponweb            
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Lock-up period 3 years          
Share options            
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Award vesting period     4 years 4 years    
Expiration period     10 years 10 years    
Unrecognized stock-based compensation, stock options | €           € 0.0
Share-based compensation expense     $ 46   80  
Lock-up shares            
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Award vesting period 3 years          
Granted, options (in shares) | shares 2,960,243          
Repurchases in period (in shares) | shares   640,000        
Value of repurchases in period   $ 30,000 30,000      
Recognized stock-based compensation, repurchased awards   13,300        
Unrecognized stock-based compensation, nonvested awards   4,400 $ 4,400      
Granted (in shares) | shares     0 0    
Share-based compensation expense     $ 29,790   $ 28,326  
Restricted Stock Units (RSUs)            
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Award vesting period     4 years 4 years    
Unrecognized stock-based compensation, nonvested awards   89,600 $ 89,600      
Weighted average grant date fair value (in EUR per share) | € / shares       € 30.86    
Stock-based compensation, recognition period     3 years 3 months 18 days 3 years 3 months 18 days    
Granted (in shares) | shares     1,492,022 1,492,022    
Performance Stock Units (PSUs)            
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Award vesting period     3 years 3 years    
Unrecognized stock-based compensation, nonvested awards   $ 19,500 $ 19,500      
Weighted average grant date fair value (in EUR per share) | € / shares       € 30.54    
Stock-based compensation, recognition period     3 years 2 months 12 days 3 years 2 months 12 days    
Granted (in shares) | shares     568,081 568,081    
Minimum percentage increase to target shares   0        
Maximum percentage increase to target shares   2        
Number of shares granted (in shares) | shares     1,136,162 1,136,162    
Total share-based payment expense | €       € 18.9    
Total Shareholder Return (TSR)            
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Unrecognized stock-based compensation, nonvested awards   $ 10,500 $ 10,500      
Granted (in shares) | shares     268,226 268,226    
Number of tranches | tranche     2 2    
Minimum percentage increase to target shares     0 0    
Maximum percentage increase to target shares     2 2    
Number of shares granted (in shares) | shares     536,452 536,452    
Total share-based payment expense     $ 13,700      
Share-based compensation expense     $ 3,400      
Total Shareholder Return (TSR) | Tranche 1            
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Award vesting period     2 years 2 years    
Total Shareholder Return (TSR) | Tranche 2            
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]            
Award vesting period     3 years 3 years    
v3.24.3
Share-Based Compensation - Options Activity (Details)
 9 Months Ended
Sep. 30, 2024
€ / shares
shares
Number of Shares Underlying Outstanding Options  
Beginning balance, options (in shares) 319,238
Granted, options (in shares) 0
Exercised, options (in shares) (79,993)
Forfeited, options (in shares) (9,439)
Canceled, options (in shares) 0
Expired, options (in shares) (6,320)
Ending balance, options (in shares) 223,486
Vested and exercisable, options (in shares) 223,486
Weighted-average exercise price, options outstanding (in Euro per share) | € / shares
Weighted-average remaining contractual term, options outstanding
Aggregate intrinsic value, options outstanding | € / shares
Weighted-average exercise price, vested and exercisable options (in Euro per share) | € / shares € 18.72
Weighted-average remaining contractual term, vested and exercisable options 4 years 7 months 13 days
Aggregate intrinsic value, vested and exercisable options | € / shares € 17.94
v3.24.3
Share-Based Compensation - Lock Up Shares Activity (Details) - Lock-up shares
 9 Months Ended
Sep. 30, 2024
$ / shares
shares
Shares  
Beginning balance (in shares) 1,953,761
Granted (in shares) 0
Vested (in shares) (1,351,880)
Forfeited (in shares) 0
Ending balance (in shares) 601,881
Outstanding (in Euro per share) | $ / shares $ 23.73
v3.24.3
Share-Based Compensation - RSU and PSU Activity (Details)
 9 Months Ended
Sep. 30, 2024
€ / shares
shares
Restricted Stock Units (RSUs)  
Shares  
Beginning balance (in shares) 5,293,263
Granted (in shares) 1,492,022
Vested (in shares) (1,595,513)
Forfeited (in shares) (294,566)
Ending balance (in shares) 4,895,206
Outstanding (in Euro per share) | € / shares € 30.86
Performance Stock Units (PSUs)  
Shares  
Beginning balance (in shares) 660,395
Granted (in shares) 568,081
Performance share adjustment (in shares) 64,152
Vested (in shares) (202,637)
Forfeited (in shares) 0
Ending balance (in shares) 1,089,991
Outstanding (in Euro per share) | € / shares € 30.54
v3.24.3
Share-Based Compensation - Performance Stock Units Total Shareholder Return Activity (Details) - Total Shareholder Return (TSR)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
€ / shares
shares
Sep. 30, 2024
€ / shares
shares
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]    
Expected volatility of the Company 0.4273  
Expected volatility of the benchmark 0.7118  
Risk-free rate 4.27%  
Expected dividend yield 0.00%  
Shares    
Beginning balance (in shares)   0
Granted (in shares)   268,226
Vested (in shares)   0
Forfeited (in shares)   0
Ending balance (in shares) 268,226 268,226
Outstanding (in Euro per share) | € / shares € 47.42 € 47.42
v3.24.3
Share-Based Compensation - Warrants (Details)
 9 Months Ended
Sep. 30, 2024
€ / shares
shares
Shares  
Beginning balance (in shares) 244,457
Granted (in shares) 0
Exercised (in shares) (84,560)
Canceled (in shares) 0
Expired (in shares) 0
Ending balance (in shares) 159,897
Vested and exercisable (in shares) 159,897
Weighted-average exercise price (in Euro per share) | € / shares € 16.59
Weighted-average remaining contractual term outstanding 3 years 9 months 18 days
Aggregate intrinsic value | € / shares € 20.11
v3.24.3
Financial and Other Income and Expenses - Schedule of Financial Income (Expense) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Other Income and Expenses [Abstract]        
Financial income from cash equivalents $ 1,432 $ 1,055 $ 5,261 $ 3,190
Interest and fees (505) (437) (1,337) (1,500)
Foreign exchange losses (901) (1,731) (1,459) (4,683)
Discounting impact (8) (1,593) (1,774) (3,692)
Other financial income (26) (261) 198 8,693
Total Financial and Other Income (Expense) $ (8) $ (2,967) $ 889 $ 2,008
v3.24.3
Financial and Other Income and Expenses - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Other Income and Expenses [Abstract]        
Financial and Other income (loss) $ (8) $ (2,967) $ 889 $ 2,008
v3.24.3
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Provision for income tax (expense) benefit $ (3,450) $ (1,832) $ (15,014) $ 1,685
v3.24.3
Earnings Per Share - Schedule of Basic Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Net income (loss) attributable to shareholders of Criteo S.A. $ 6,245 $ 6,927 $ 40,476 $ (7,758)
Weighted average number of shares outstanding of Criteo S.A. 54,695,112 56,297,666 54,840,650 56,173,218
Basic earnings (loss) per share (in dollars per share) $ 0.11 $ 0.12 $ 0.74 $ (0.14)
v3.24.3
Earnings Per Share - Schedule of Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Net income (loss) attributable to shareholders of Criteo S.A. $ 6,245 $ 6,927 $ 40,476 $ (7,758)
Basic shares :        
Weighted average number of shares outstanding of Criteo S.A. 54,695,112 56,297,666 54,840,650 56,173,218
Dilutive effect of :        
Restricted share awards ("RSUs") (in shares) 3,080,895 3,718,688 2,947,233 0
Lock-up shares ("LUSs") (in shares) 472,956 967,941 949,255 0
Share options and BSPCE (in shares) 121,177 103,221 112,102 0
Share warrants (in shares) 59,993 53,378 60,712 0
Diluted shares :        
Weighted average number of shares outstanding used to determine diluted earnings per share 58,430,133 60,172,953 58,909,952 56,173,218
Diluted earnings (loss) per share $ 0.11 $ 0.12 $ 0.69 $ (0.14)
v3.24.3
Earnings Per Share - Anti-Dilutive Securities (Details) - shares
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares) 165,940 303,261  
Restricted stock awards      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares)   303,261 165,940
Share options and BSPCE      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Weighted average number of anti-dilutive securities excluded from diluted earnings per share (in shares)   0 0
v3.24.3
Commitments and contingencies - Narrative (Details)
€ in Millions, $ in Millions
Sep. 30, 2024
USD ($)
Jun. 21, 2023
EUR (€)
Jun. 21, 2023
USD ($)
Aug. 03, 2022
EUR (€)
Aug. 03, 2022
USD ($)
Loss Contingencies [Line Items]          
Loss contingency, estimate of possible loss   € 40 $ 42.8 € 60 $ 64.2
Iponweb          
Loss Contingencies [Line Items]          
Loss contingency accrual $ 31.9        
v3.24.3
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Narrative (Details)
Sep. 30, 2024
market
Segment Reporting [Abstract]  
Number of geographical markets in which entity operates 3
v3.24.3
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Schedule of Consolidated Revenue by Geographical Area (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total Revenue $ 458,892 $ 469,193 $ 1,380,254 $ 1,383,143
Americas        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total Revenue 206,816 219,667 617,555 616,418
EMEA        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total Revenue 161,745 158,756 493,083 482,939
Asia-Pacific        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Total Revenue $ 90,331 $ 90,770 $ 269,616 $ 283,786
v3.24.3
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Schedule of Revenue Generated in Other Significant Countries (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue $ 458,892 $ 469,193 $ 1,380,254 $ 1,383,143
United States        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue 185,864 199,270 553,867 557,116
Germany        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue 48,128 46,391 146,881 140,592
France        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue 20,888 23,423 64,836 71,130
Japan        
Revenues from External Customers and Long-Lived Assets [Line Items]        
Revenue $ 49,763 $ 49,213 $ 151,760 $ 162,767
v3.24.3
Breakdown of Revenue and Non-Current Assets by Geographical Areas - Schedule of Non-Current Assets by Geographical Area and Country (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 287,225 $ 307,382
Americas    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 74,080 89,355
EMEA    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets 199,948 202,969
Asia-Pacific    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets $ 13,197 $ 15,058
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