Criteo S.A. (CRTO) SEC Filings & Earnings Calls

Execution risk from cross-border merger

“Cross-border merger involves regulatory and operational complexities”

Revenue decline and guidance cut signal demand weakness

“Revenue down 11% YoY; updated outlook reflects more conservative view”

CFO transition adds execution risk

“CFO change effective August 10, 2026”

Revenue Decline

“Revenue decreased from $482.7M to $428.0M QoQ and from $934.1M to $852.7M YoY.”

Margin Pressure

“Gross profit decreased from $258.5M to $222.2M QoQ and from $495.5M to $445.0M YoY.”

CFO Transition

“On August 5, 2026, the Company announced that its Board of Directors appointed Connor McGogney as CFO, effective August 10, 2026, succeeding Sarah Glickman.” · word for word

Client Concentration Risk

“same-retailer Contribution ex-TAC retention was 112% in 2025 excluding the scope reduction from our largest client.” · word for word

Share Price Volatility

“a precipitous decline in the Company’s share price (from a peak of $45.50 on February 7, 2025 the week before he started, dropping to $38.81 by the end of February 2025, and to $23.83 by the end of Q2 2025)” · word for word

Retail Media client concentration risk: two clients causing $27M headwind

“reflecting a $27 million headwind from previously communicated scope changes with two specific Retail Media clients” · word for word

Macroeconomic and geopolitical headwinds impacting marketing budgets

“our outlook incorporates macro volatility, including geopolitical tensions in the Middle East and the lower marketing budgets for certain large Performance Media U.S. clients” · word for word

Guidance cut signals demand weakness

“We now expect Contribution ex-TAC to decrease low-single-digit at constant currency” · word for word

Retail Media Segment Decline

“Retail Media revenue declined 30.6% YoY.”

Margin Compression

“Operating income declined 78.4% YoY due to higher operating expenses.”

Restructuring Costs

“Restructuring charge of $5.7M in Q1 2026.”

Client concentration risk

“decrease in scope with two specific Retail Media clients, as communicated soon after Mr. Komasinski joined in Q1 2025” · word for word

Share price volatility risk

“a precipitous decline in the Company’s share price (from a peak of $45.50 on February 7, 2025 the week before he started, dropping to $38.81 by the end of February 2025, and to $23.83 by the end of Q2 2025)” · word for word

Client Concentration

“Our largest client represented 5% of our revenue... this customer accounted for 5% of our total revenue. The anticipated reduction in revenue was reflected in our updated financial projections.”

Regulatory Risk

“Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business.” · word for word

Competition

“The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.” · word for word

Data Dependency

“Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers and retail partners, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.” · word for word

Bankruptcy Exposure

“During 2025, a large U.S. retailer – that is a customer primarily in our Performance Media segment – experienced financial difficulty and subsequently filed for bankruptcy. As of year end 2025, the Company recorded a full allowance for $5.9 million for the related receivables.” · word for word

Retail Media revenue decline due to scope changes with two clients; expected to persist into Q1 2026.

“Retail Media Contribution ex-TAC decreased (18)% at constant currency, reflecting the temporary impact of previously communicated scope changes with two specific Retail Media clients.”

Litigation Liability

“On October 17 2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in the U.S. District Court for the District of Delaware. The complain was served on October 21, 2025. The plaintiffs seek damages and injunctive relief.” · word for word

Regulatory Risk

“Following a complaint from Privacy International...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...reduced the financial sanction against Criteo from the original amount of €60 million ($64.2 million) to €40 million ($43.3 m”

Non-Income Tax Risk

“For the three months ended September 30, 2025, management reassessed the provision related to certain non-income tax matters recognized under ASC 450 – Contingencies, reducing the balance from $31.7 million to $22.3 million.” · word for word

Q4 guidance reflects temporary impact of scope changes with two specific Retail Media clients, not a run-rate for 2026.

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

Redomicile to Luxembourg subject to shareholder approval and closing conditions, with expected completion in Q3 2026.

“The Conversion is expected to be completed in the third quarter of 2026, subject to certain closing conditions, including shareholder approval.” · word for word