UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the Fiscal Year Ended December 31, 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)

 Not Applicable

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification Number)

 32 Rue Blanche

 Paris

 75009

 (Address of principal executive offices)

 (Zip Code)

 + 33 1 75 85 09 39
 (Registrant's telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:

 (Title of class)

 (Trading Symbol(s))

 (Name of exchange on which
 registered)

 American Depositary Shares, each representing
 one ordinary share, nominal value 0.025 per share

 CRTO

 Nasdaq Global Select Market

 Ordinary shares, nominal value 0.025 per share

 *

 Nasdaq Global Select Market

 *

 * Not for trading, but only in connection with the registration of the American Depositary Shares.
 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
 Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
 Act. Yes No
 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 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 has filed a report on and attestation to its management's assessment of the
 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
 7262(b)) by the registered public accounting firm that prepared or issued its audit report
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
 the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
 incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period
 pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
 The aggregate market v alue of voting stock held by non-affiliates of the registrant as of June 28, 2024, the last
 business day of the registrant's most recently completed second fiscal quarter, was $ 2,016 million, based on the closing
 price of the American Depositary Shares as reported by the Nasdaq Global Select Market on such date. Ordinary shares,
 nominal value 0.025 per share, held by each officer and director and by each person who owns or may be deemed to
 own 10% or more of the outstanding ordinary shares have been excluded since such persons may be deemed to be
 affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 As of February 21, 2025, the registrant had 54,343,496 ordinary shares, nominal value 0.025 per share,
 outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE
 Part III incorporates certain information by reference from the registrant's proxy statement for the 2025 Annual
 Meeting of Shareholders. Such proxy statement will be filed no later than 120 days after the close of the registrant's fiscal
 year ended December 31, 2024.

 CRITEO S.A.
 ANNUAL REPORT ON FORM 10-K
 For The Fiscal Year Ended December 31, 2024

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accounting Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 General
 Except where the context otherwise requires, all references in this Annual Report on Form 10-K ("Form 10-K") 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-K, references to "$" and "US$" are to United States dollars. Our audited consolidated financial statements
 have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S.
 GAAP. Unless otherwise indicated, the statistical and financial data contained in this Form 10-K are presented as of
 December 31, 2024.
 Trademarks
 "Criteo," the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-K are the property of
 Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-K are the property of
 their respective holders.
 Special Note Regarding Forward-Looking Statements
 This Form 10-K 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-K, including
 statements regarding our future results of operations and financial position, business strategy, plans and our objectives for
 future operations, are forward-looking statements. When used in this Form 10-K, 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 this Form 10-K 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-K 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-K and the documents that we reference in this Form 10-K and have filed as exhibits to this
 Form 10-K 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-K contains 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-K is generally reliable, such information is inherently
 imprecise.

 Summary Risk Factors
 Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties
 described in "Item 1A. Risk Factors", which are summarized below:
 • If we fail to innovate, enhance our brand, adapt and respond effectively to rapidly changing technology, our
 offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address
 new marketing goals for our clients are inherently risky and may not be successful.
 • The market in which we participate is intensely competitive, and we may not be able to compete successfully with
 our current or future competitors.
 • Our success depends on our ability to implement our business transformation and achieve our global business
 strategies.
 • The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our
 client and publisher content could result in significant costs to us, lost revenue and diminished business
 opportunities.
 • Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon
 which we rely, which could materially impact our business and results of operations.
 • We have substantial client concentration in certain markets and solutions, with a limited number of clients
 accounting for a substantial portion of our revenues in those areas.
 • We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic transactions,
 which may adversely affect our ability to achieve our growth and business objectives.
 • Our international operations and expansion expose us to several risks.
 • Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect
 our ability to conduct our business.
 • 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.
 • We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may
 increase the risk that we will not be successful. Our historical growth rates may not be indicative of our future
 growth, and we may have difficulty sustaining profitability.
 • We derive a significant portion of our revenue from companies in the retail, travel and classified industries, and any
 downturn in these industries or any changes in regulations affecting these industries could harm our business.
 • We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent
 or retain our senior management team and other key employees, we may not be able to achieve our business
 objectives.
 • As we expand the market for our solutions, we may become more dependent on advertising agencies as
 intermediaries, which may adversely affect our ability to attract and retain business.
 • Our future success will depend in part on our ability to expand into new industry verticals.
 • Our future success will depend in part on our ability to expand into new advertising channels.
 • We experience fluctuations in our results of operations due to a number of factors, which make our future results
 difficult to predict and could cause our operating results to fall below expectations or our guidance.
 • Our business involves the use, transmission and storage of personal data and confidential information, and the
 failure to properly safeguard such information could result in significant reputational harm and monetary damages.
 • If we are unable to protect our proprietary information or other intellectual property, our business could be
 adversely affected.
 • Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our
 offerings, could significantly disrupt our operations and cause us to lose clients.
 • Our business may suffer if it is alleged or determined that our technology or another aspect of our business
 infringes the intellectual property rights of others.
 • Our inability to use software licensed from third parties, or our use of open source software under license terms
 that interfere with our proprietary rights, could disrupt our business.
 • The market price for the ADSs has been and may continue to be volatile or may decline regardless of our operating
 performance.
 • Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our results
 of operations, financial condition, or share price.
 • We may need additional capital in the future to meet our financial obligations and to pursue our business
 objectives. Additional capital may not be available on favorable terms, or at all, and may contain restrictions which
 could compromise our ability to meet our financial obligations and operate and grow our business.
 • Our business could be negatively impacted by the activities of hedge funds or short sellers.

 • We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return on
 your investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the amount
 of dividends we are able to distribute.
 • Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.
 • You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.
 • Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive
 dividends in shares may be limited, which may cause dilution to your holdings.
 • You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary
 shares.
 • U.S. investors may have difficulty enforcing civil liabilities against our Company and directors and senior
 management.
 • The rights of shareholders in companies subject to French corporate law differ in material respects from the rights
 of shareholders of corporations incorporated in the U.S.
 • In periods of macroeconomic and geopolitical uncertainty beyond our control, businesses may delay or reduce
 their spending on advertising, which may expose us to the credit risk of some of our clients and adversely affect
 our business, financial condition, results of operations and/or cash flows.
 • Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our
 results of operations.
 • We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes or
 laws, or revised interpretations thereof, that may negatively affect our results of operations.
 • If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial
 results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.
 • U.S. holders of our ADSs may suffer adverse tax consequences if we are treated as a "passive foreign investment
 company" for U.S. federal income tax purposes.
 • If a U.S. holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S. federal
 income tax consequences.

 Item 1. Business
 History and Development of the Company
 Criteo S.A. was initially incorporated as a soci t par actions simplifi e, 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 soci t anonyme, or S.A. We are
 registered at the Paris Commerce and Companies Register under the number 484 786 249. Our agent for service of
 process in the United States ("U.S.") is National Registered Agents, Inc.
 Business Overview
 We are the global Commerce Media company that enables marketers and media owners to drive better commerce
 outcomes. We leverage 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 enabling discovery, innovation, and choice through trusted and impactful advertising.
 We enable brands', retailers' and media owners' growth by providing best-in-class marketing and monetization services
 and infrastructure on the open Internet, driving approximately $31 billion of commerce outcomes for our customers – in the
 form of product sales for retailers, brands and marketers and advertising revenues for media owners. We differentiate by
 delivering the best performing commerce audiences at scale and through the activation of commerce data in a privacy-by-
 design way through proprietary AI technology to reach and engage consumers in real time with highly relevant digital
 advertisements ("ads") based on shared characteristics across all stages of the consumer journey. Our data offers deep
 insights into consumer intent and purchasing habits.
 Our business is grounded on commerce media. As of December 31, 2024, we served approximately 1 7,00 0 clients
 including many of the largest and most sophisticated consumer brands, retailers, commerce companies and media owners
 in the world. We partner with them to capture user activity on their websites and mobile applications ("apps"), which we
 define as digital properties, and leverage that data to deliver superior ad performance to help marketers, brands and
 agencies reach their campaign objectives from top to bottom of the marketing funnel. This includes powering the retail
 media ecosystem as we enable brands to reach shoppers with relevant ads near the digital point of sale on retailer and
 marketplace websites while enabling retailers to monetize their ad inventory and add a new, high margin revenue stream.
 In each of the last three years, our average client retention rate, as measured on a quarterly basis, was a pproximately
 90%.
 Demonstrating the depth and scale of our commerce data, we have exposure to $1 trillion in online sales transactions on
 our clients' digital properties in the year ended December 31, 2024. Based on this data and other assets, we activated over
 $4.3 billion of media spend on behalf of our clients and delivered 2 trillion targeted ads in the year ended December 31,
 2024.
 We have established our leading market position in commerce media by focusing on three key assets that differentiate us:
 actionable commerce data, extensive media access, and world-class predictive AI technology. Our large dataset is uniquely
 focused on commerce and shoppers, our media access across our broad direct network of media owner partners provides
 large consumer reach as we see approximately 720 million daily active users, and our purpose-built AI technology activates
 this data and media to drive multiple commerce outcomes for our customers.
 Each day, we are presented with billions of opportunities to connect consumers with relevant advertising messages from
 our commerce and consumer brand clients in compliance with the highest privacy standards, including the General Data
 Protection Regulation ("GDPR") and California Consumer Privacy Act ("CCPA"). For each of these opportunities, our
 algorithms analyze massive volumes of shopping data to predict consumer preferences and intent, and deliver specific
 messaging for products or services that are likely to engage that particular consumer. The accuracy of our algorithms
 improves with every ad we deliver, as they incorporate new data while continuing to learn from prior interactions.

 1 Source: McKinsey, Magna Global, eMarketer, GroupM

 Industry Trends
 We operate in commerce media, the fourth wave in digital advertising after display, search and social, leveraging our
 performance assets along with our Retail Media expertise to deliver impactful ads and reach consumers throughout their
 shopping journey, when they are the most willing to purchase.
 We believe the following trends are relevant in assessing our current and future business:
 Ecommerce is Booming: According to eMarketer, global retail ecommerce penetration is expected to grow to 23% in
 2027, up from 20% in 2024. Ecommerce growth creates more advertising inventory in places where commerce audiences
 are, and it increases our ability to attract more ad spend. Approximately, 70% of Retail Media ad spend was captured by
 Amazon in 2023, while Amazon represents approximately a third of total e-commerce Gross Merchandise Value, or GMV.
 Amazon currently has a disproportionate share of Retail Media investments, and this presents a clear opportunity for
 brands to diversify their budgets across other Retail Media Networks.
 First-Party Data Unlocks Huge Potential: Retailers leverage their shoppers' first-party data to drive advertising revenue.
 They are creating media experiences around their content assets utilizing their first-party data to curate and monetize their
 audiences. First-party data is also increasingly valuable in the absence of third-party identifiers.
 Budgets Shift to Retail Media: More ad budgets are shifting to Retail Media because it performs and it scales, and these
 budgets are coming from multiple sources. Retail Media budgets come from shopper and trade marketing budgets. Brands
 are taking advantage of this surge in ecommerce and accelerating the shift of their trade marketing budgets to online to
 address consumers at the digital point of sales, recreating in-store experiences on digital shelves. Retail Media is also
 benefiting from marketers reallocating brand budgets from TV, radio, and print to digital advertising given its proximity to
 product sales and its hyper-targeting capabilities using valuable first-party data. Within the digital advertising sector, search
 and social budgets are moving to Retail Media networks due to their high performance.
 Brands, Retailers and Publishers Increasingly Depend on AdTech Partners: Changes in online identity make the
 environment more complex for both marketers and media owners around addressability and measurement. These changes
 require brands and retailers to better leverage AdTech providers to solve these problems and continue to drive
 performance for them. The ability for media owners, retailers, brands and agencies to identify users, create and monetize
 commerce audiences, and drive sales and customer loyalty, today relies on having the right technology partner, able to
 activate the right data in an efficient way and measure the results in a transparent way across channels.
 Addressable Market
 Starting with Retail Media, we estimate that our serviceable available market (excluding Amazon and China), or SAM, will
 reach $42 billion by 2026 and $50 billion in advertising spend by 2027 growing at a 20% CAGR.
 When including Amazon and China, the Total Addressable Market, or TAM, for Retail Media is expected to reach $204
 billion in advertising spend by 2027. 1
 Criteo's Commerce Media Platform
 Since 2018, and accelerating since 2020, Criteo has deeply transformed itself and is now a multi-solution Commerce
 Media Platform provider.
 The Criteo Commerce Media Platform directly connects advertisers with retailers and publishers on the open internet. We
 offer marketer and media owner clients a single platform for first-party data-based marketing and monetization, that
 provides a holistic suite of solutions, powered by AI technology and activates the world's largest set of commerce data to
 predict outcomes and deliver targeted ads throughout the buyer journey, from discovery to purchase.
 Our technology is optimized to drive trusted and impactful business outcomes efficiently and effectively for our advertiser,
 retailer and media owner clients. These include, for example, driving discovery of our clients' brand, products and points of
 purchase, enabling effective customer acquisition and engagement in their commerce environments and ultimately
 increasing volume of product sales, and increasing post sale loyalty and lifetime value.

 For media owner and retailer monetization, this includes driving advertising revenue and yield by monetizing their data and
 audiences with consumer brands both directly and through indirect demand partners.
 Our Solutions
 On the supply side, we enable media owners to earn more revenue by enriching and activating their first-party data and
 advertising inventory:
 • Commerce Yield is a suite of monetization solutions giving retailers and marketplaces full control to achieve
 maximum monetization of their digital assets through inventory and data management, packaging, and in-depth
 insights.
 • Commerce Grid is a Commerce Supply Side Platform ("SSP") for media owner data and inventory monetization
 which powers Commerce Growth and provides commerce media access to the world's leading agencies through
 the DSP of their choice.
 On the demand side, our goal is to maximize returns for advertisers by delivering impactful advertising to the right
 consumer across the entire shopping journey:
 • Commerce Max is a Commerce self-service Demand Side Platform ("DSP") used by brands, agencies and
 retailers, enabling media planning and buying on retailer and open internet inventories, all with closed-loop
 product-level conversion measurement.
 • Commerce Growth is a powerful, performance marketing tool used by Direct-to-Consumer brands and their
 agencies to drive discovery and to acquire and retain high value customers. It includes full-funnel Commerce
 Audience targeting. from brand and product discovery in the upper funnel to traffic and customer acquisition in the
 mid-funnel, and retargeting and retention in the lower funnel. Commerce Audiences leverage our large-scale
 commerce data and AI-powered audience modelling technology to find shoppers who are likely to respond well to
 newly discovered brand offers or are already in-market for a given product or service.
 • Commerce Go is Criteo's highly automated and next generation Commerce Growth tool set which allows
 advertisers to create and launch an outcome-based campaign in five clicks.

 Our Segments
 Criteo operates as a unified Commerce Media Platform that directly connects advertisers with retailers and publishers on
 the open internet. In the first quarter of 2024, Criteo changed its segment reporting structure and now reports its business
 results as two operating and reportable segments: Retail Media and Performance Media.
 Retail Media assists retailers in generating high-margin advertising revenues from brands and agencies looking to address
 multiple marketing goals with strong return on ad spend (ROAS), and to drive sales for themselves, by monetizing their
 audiences through personalized ads, either on their own digital store (also called "onsite") or on media owner properties on
 the open Internet (also called "offsite").
 Examples of expected business outcomes driven by Retail Media include:
 • Generating advertising revenue for retailers on their online store, by providing retailers with self-service access
 to our technology platform for them to monetize their ad inventory, commerce data, traffic and audiences directly
 with consumer brands across various marketing goals;
 • Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and
 retailers and engaging consumers on the retailer's digital property with personalized ads offering specific brand
 products available on the retailer's digital store and for which consumers have expressed interest; and
 • Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and
 retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads
 offering specific brand products available on the retailer's digital store and for which consumers have expressed
 interest.
 Our retailer and brand customers respectively manage their Retail Media revenues and budgets using a self-service
 interface. We charge retailers a negotiated supply-side platform fee and sometimes a technology fee, while brands pay us
 a negotiated demand-side platform fee. In addition, we may charge brands a managed-service fee and other fees for
 accessing additional insights.
 On the supply side of Retail media, Criteo's retailer monetization solution suite, Commerce Yield, provides retailers,
 marketplaces and commerce companies with a complete media tool set. Commerce Yield combines Criteo's former Retail
 Media Platform with several solutions derived from recent strategic acquisitions, such as marketplace tactics and formats,
 and digital-shelf insights to support enterprise-level retail media buys.
 On the demand side of Retail Media, Criteo's self-service demand-side platform (DSP), Commerce Max, gives brands and
 agencies a single point of entry to Retail Media inventory onsite and across premium publishers offsite.
 • Brands and agencies across the globe can use Commerce Max to access data and inventory across multiple
 retailers and marketplaces, finding valuable audiences on these sites and extending these audiences offsite.
 • This is underpinned by closed-loop measurement, enabling brands and agencies to quickly and efficiently
 determine the effectiveness of campaigns and optimize accordingly.
 Criteo's supply-side platform (SSP), Commerce Grid, brings additional monetization opportunities. It allows retailers to
 curate their first party audiences and make them available for access through all DSPs.
 Performance Media encompasses commerce activation, monetization, and services. Performance Media is available
 through Commerce Growth to help advertisers achieve their customer acquisition and retention goals. It also includes
 Criteo real-time advertising technology and trading infrastructure which delivers advanced media buying, selling, and
 packaged capabilities for media owners, agencies, performance advertisers, and third-party AdTech platforms.
 Examples of potential business outcomes driven by Performance Media address the full funnel of commerce, including:
 • Discovery: creating and building brand awareness for a client's existing or new product or service, by targeting
 relevant high-quality consumer audiences showing intent for that particular product or service and reaching these
 audiences, for example, through online video ads and through Connected TV channels;

 2 Source: eMarketer

 • Choice: driving qualified visits from new prospects to our clients points of purchase, by engaging such commerce
 audiences online (either on the web, in apps or on connected TV), with personalized ads offering products or
 services tailored to their predicted interest;
 • Purchase: driving sales for commerce clients by engaging consumers online, with personalized ads offering
 products or services for which they have already expressed shopping intent; or driving more sales from existing
 customers of our commerce clients, by accurately targeting and re-engaging these existing customers online with
 personalized ads offering new products or services that they have not yet purchased nor been exposed to.
 Our clients have access to an integrated self-service client interface that reduces unnecessary complexity and cost
 associated with manual processes of having to use multiple DSPs and sources of inventory supply.
 We also offer a managed-service approach to our larger clients, providing deep business intelligence and analytics
 services. Our teams of advisers aid our larger clients in setting goals for, extracting insights from, and evaluating trends
 and performance of their various advertising campaigns with us across multiple marketing goals, sources of inventory,
 advertising channels and formats, and the multiple digital devices that consumers may use.
 In Performance Media, our Commerce Audiences solutions are focused on attracting more customers for our marketer
 clients and growing their existing customer relationships, leveraging our AI engine to engage commerce audiences with the
 right ad for each opportunity:
 • Increase awareness and interest in a brand, product, or services;
 • Attract new consumers to an online and/or offline store;
 • Generate leads from consumers who are in market for a brand, product or services;
 • Get more shoppers and grow sales on an online and/or offline store; and
 • Encourage consumers who purchased in the past to make additional purchases.
 For Performance Media, we typically purchase inventory programmatically on a CPM basis from our direct publisher
 partners and Real-Time Bidding (RTB) platforms, through standard terms and conditions for the purchase of advertising
 inventory. This means that inventory purchased for Performance Media solutions is paid to the publisher irrespective of
 whether the user engages, in whatever form, with the advertisement delivered on that publisher's digital property. Pursuant
 to such arrangements, we purchase impressions for users that Criteo recognizes on these publishers' digital properties.
 For additional information regarding our segments, refer to Note 4, Segment information, in the Consolidated Financial
 Statements in this Form 10-K.
 Our Competitive Strengths
 Criteo First-Party Media Network
 Our First-Party Media Network is a key pillar of our hybrid addressability strategy and represents the combination of our
 unique data and media assets. It is the powerful output of our network of direct relationships with media owners, including
 retailers, together with our dataset focused on commerce and shoppers that powers Criteo's First-Party Media Network.
 Our First-Party Media Network enables consented data to interoperate across marketers and, media owners to engage
 addressable consumers on a one-to-one basis. It also helps to predict how commerce audiences behave and how ads will
 perform and convert in the same way. We believe that the amount of addressability data we operate in environments that
 are deprived of third-party signals will allow us to remain effective at private, safe consumer engagement, to drive the best
 outcomes for our clients and to capture increasingly more advertising budgets.
 Our data assets include privacy-safe insights derived from our clients' p roprietary commerce data about their own
 consumers, such as transaction activity on their digital properties, giving us exposure to $1 trillion in online sales on a
 combined basis in 2024, representing approximately a third of the global retail ecommerce sales excluding China 2, or $2.6
 billion worth of transactions per day on average.

 Through direct integration with our clients' digital properties and back-end systems, we obtain large volumes of consented
 first-party data, expressed consumer shopping intent and engagement, and transactional data at individual product or
 service levels, which do not rely on cross-site tracking technologies, such as third-party cookies. The information we collect
 is anonymized and does not enable us to personally identify any individual consumer.
 Our high quality first-party data assets help fuel the accuracy of our algorithms, which improve with the increasing
 quantity and quality of the data we obtain from our marketer and media owner customers and partners, as well as insights
 gained through our own extensive operational history.
 The combination of marketer data, media owner data and proprietary metadata gives us powerful insights into consumer
 purchasing habits that we use to price media inventory and create relevant ads to drive user engagement and impactful
 commerce outcomes for our clients. In addition, we seek to use as much relevant information as possible about the context
 and intent of a given user, collected from customers and media owner partners, to further refine our prediction accuracy.
 We believe our access to first-party commerce data validates the trust that our clients place in us and differentiates us.
 Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to
 their shopping cart, or bought from them, and continuously receive updated information on over 4.5 billion products or
 services across 3,700 product categories, including pricing, images and descriptions. Many of our clients also provide us
 with their customers' purchase history data in formats that preserve privacy.
 W e have built one of the world's largest and most open data sets focused on shoppers and their commerce activity across
 retailers and brands, and their activity on media owners' properties.
 We prioritize openness by facilitating a reciprocal data exchange with our marketer and media owner clients. All
 contributing parties benefit from the shared dataset through our Commerce Media Platform, gaining access to cross-device
 user IDs and relevant Key Performance Indicators, enhancing their advertising optimization. Transparency is upheld
 through clear and permission-based data sharing within our data pools, ensuring mutual benefits for all participants. We
 maintain high levels of data security and user privacy standards for the data we handle.
 Our data collectives are designed to ensure fairness, ensuring that the value gained by each participant surpasses their
 individual contribution, irrespective of size.
 Consistent with our data minimization principles, our technologies only rely on categories of data that are strictly necessary
 for the purpose of our services. This means that the user information we collect relates primarily to purchase intent. In
 addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience
 and opt out of receiving targeted ads we deliver. This transparent, consumer-centric, and controllable approach to privacy
 empowers consumers to make better-informed decisions about our use of their data.
 We also actively encourage our clients and media owner partners to provide transparent and clear information to
 consumers about our collection and use of data relating to the ads we deliver and monitor.
 Our Media assets: our first-party media integrations and media buying scale
 We provide our marketer clients with extensive real-time access to advertising inventory through direct relationships with
 thousands of media owner partners, as well as selective supply side partnerships. We define inventory as the combination
 of desktop web, mobile web, mobile in-app display, including social and native, online video displays, connected TV, and ad
 inventory on major retail ecommerce properties, including standard banners, native and sponsored product formats.
 Our publisher relationships can give us privileged access to first-party publisher data which allow us to bid on impressions
 without using third-party cookies or other third-party identifiers.
 Many of our direct publisher partners have granted us preferred access to portions of their inventory because of our ability
 to effectively monetize that inventory. For example, within Retail Media, we access inventory and first-party data from
 ecommerce sites that are generally not available to traditional advertising demand. We believe this inventory and data from
 ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail
 environment.
 We take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times.
 These measures include determining that each publisher's inventory meets our content requirements and those of our
 clients to ensure that their ads are not shown in inappropriate content categories, such as, for example, adult, violence,
 harassment or hate speech.

 In addition, we are an active member of the Coalition for Better Ads, supported by Google, and are compliant with their
 recommendations for user-friendly advertising formats. Criteo's AI powered contextual analysis engine is also integrated
 with DoubleVerify IQ Advanced Solutions, a solution providing page-level pre-bid classification to clients across 26
 standard brand safety categories. In recognition of our efforts to combat fraud and ensure a brand safe digital ecosystem
 for our advertisers, Criteo has been independently certified by the Trustworthy Accountability Group for the Certification
 Against Fraud and the Brand Safety Certification.
 AI at Scale
 AI is core to continuously optimizing the performance of our solutions in ways that deliver effective advertising and highly
 personalized experiences to consumers and thereby to enable superior outcomes for our clients and partners. AI is also
 key to driving operational efficiency across our business.
 The Criteo AI Lab
 The Criteo AI Lab was established in 2018 and is pioneering AI innovation with 140 engineers, researchers and data
 scientists who closely collaborate to deploy AI at scale through the Criteo AI Engine, and advance new AI technologies.
 The Criteo AI Lab is recognized as a center of scientific excellence for its research on Deep Learning, Generative AI, Game
 theory AI, Information Retrieval and Privacy Preserving Machine Learning.
 The Criteo AI Engine
 The Criteo AI Engine is our proprietary software and hardware highly scalable AI infrastructure. It leverages Criteo's data,
 with the goal of maximizing consumer engagement to drive impactful business outcomes for clients through the delivery of
 highly relevant and personalized ads in real time. A combination of deep machine learning and Generative AI models power
 the Criteo AI Engine to optimize each and every touch point on the advertising journey, all the way from media planning to
 shopper conversion.
 Lookalikes finder models create and activate audiences built out of shopping insights derived from Criteo unique shopper
 data. These models enable interference and predictions across user, contextual and product data and support Commerce
 Audience campaigns to drive new prospects to consider brands, products or services with which they have not yet
 engaged in the past.
 Recommendation models build on top of our award winning Deep KNN (Deep K-Nearest Neighbour) technology, to
 determine the specific products or services to include in the ad, based on shopper or shopper lookalikes past interactions
 and media content. Deep KNN is Criteo's proprietary Vector Database technology that processes billions of products from
 our client product feeds.
 Dynamic Creative Optimization + (DCO+) models optimize banners layout in real time, on a per impression, per user
 basis. Our patented Dynamic Creative Optimization+ technology offers unlimited personalization, generates and scores
 trillions of different ad variations without the need to define ad sizes or layouts upfront, while always maintaining the
 consistency of our clients' brand image. We work to build the next generation of DCO by blending our proprietary models
 with Generative AI models in order to create exceptional advertising experiences for our clients' consumers.
 Predictive bidding models compute the fair price for each potential ad to show. It does so by predicting a user's
 engagement with a given ad, while optimizing toward client campaign objectives. User engagement may range from site
 visits, clicks, conversions, shopping basket value, specific product categories purchased, or even the gross margin of the
 purchased product or service that our client generates from such purchase.
 Sponsored Product placement models combine recommendation and predictive bidding algorithms to determine which
 sponsored products to show on our Retail Media client search result pages, in response to a user's search queries. As
 those queries become multimodal, we are improving our sponsored product placement relevancy models accordingly,
 enabling them to take as input plain sentences or images. T hose modelling major advances are anticipated to unlock a
 range of opportunities for marketers, who will be able to reach their consumers more broadly, including offline and online
 conversational touchpoints (eg: chatbots).

 While planning and forecasting algorithms enable our clients and partners to fine tune their advertising campaigns to
 their objectives, Generative AI unlocks automation of creative editing flow in Criteo GO!. We are significantly investing into
 deploying Generative AI in our solutions to maximize marketer's efficiency while enabling creativity.
 Our robust software infrastructure allows us to operate seamlessly at a large scale through our network of
 approximately 36,500 servers as of the end of 2024. The architecture and processing capabilities of this technology have
 been designed to match the m assive computational needs and complexity of our algorithms in real time. This technology
 enables data synchronization, storage and analysis across a large-scale distributed computing infrastructure in multiple
 geographies, as well as fast data collection and retrieval using multi-layered caching infrastructure. We continue to
 modernize and transform our data centers infrastructure and architecture, ensuring that we remain at the forefront of
 evolving AI models, including generational AI, and expect that we will likely add additional capabilities, including high-
 density GPU servers, to work alongside our existing CPU servers, in coming years. We also expect to invest in liquid
 cooling technologies in our data centers.
 Our Experimentation platform enables our Research & Development team to continuously tune our Criteo AI Engine via
 experimentation and A/B tests. For example, in 2024, we performed abou t 1,370 online A/B tests and over 100,000 offline
 experiments and tests. We use an online/offline testing platform to improve the capabilities and effectiveness of our
 prediction models by measuring the correlation of specific parameters with user engagement, usually measured by
 consumer visits, clicks and conversions, typically in the form of sales.
 Privacy-by-design approach. We have long established and adopted Privacy-by-design as a central element of our
 technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy,
 security and safety for consumers and our marketer and media owner customers. Since 2013, we have had a designated
 Data Privacy Officer along with a team of privacy experts. These experts are part of our R&D and Product organizations
 and consider all facets of user privacy for the design of any new technology, solution or feature of the Commerce Media
 Platform. They also perform ongoing Privacy Impact Assessments to monitor potential risks during the product lifecycle and
 proactively mitigate those risks. The Data Privacy team delivers company-wide privacy training, enforces our privacy
 policies and is integral to ensuring that we build the best solutions and services. We regularly review and document our
 internal privacy policies, amend existing policies as necessary and enforce these policies with our clients, media owner
 partners and vendors.
 Retail Media. Our Retail Media value proposition is unique in the market today. Our offering empowers brands and
 agencies to find valuable audiences on retailer sites using on-site sponsored and display ads but also extend these
 audiences off-site, across open internet inventory with unified reporting and closed-loop measurement, including product-
 level sales attribution. We enable brands, agencies, and multiple retailers to buy and sell retail media using a common
 platform, thus benefiting from meaningful network effects due to our unique position as the technology supporting a multi-
 retailer ecosystem, whereas most competitors in the retail media space focus on supporting siloed retailer walled gardens.
 Brands and their agencies use our platform to access unique inventory at meaningful scale, and retailers get access to
 brand marketing budgets at a scale they would not be able to access on their own. This creates a network effect where the
 value for clients only increases as more brand and retailer participants join the ecosystem. In addition, our deep technical
 integrations with retailers make us instrumental to their digital success and enable us to offer preferred or exclusive
 inventory to brands and agencies, as well as a superior shopper experience to consumers. We require multi-year
 commitments and product ads exclusivity as part of our standard retailer services agreements.
 Our Retail Media vision is powered by a unique flywheel. Securing retailers has been a strategic priority to attract brands
 that want to advertise on multiple retailer sites. As brand demand grows, more retailers will seek access to that demand to
 increase their revenue from ads. Brands get access to retailers' unique inventory and first-party data, enabling them to
 reach relevant audiences and sell more products with closed-loop measurement. This benefits both brands and retailers by
 reaching more shoppers. Brands gain insights into shopper behavior and ad performance allowing them to offer
 personalized recommendations and improve ad results. Through this dynamic, retailers enhance the user experience,
 leading to higher sales and greater customer loyalty.
 Both our unique inventory access and increasingly deep technical integrations with other advertising technology and
 reporting platforms provide defensible relationships with brands and agencies. For example, our API partner program
 embeds our technology into ad platforms that brands and agencies already use to buy search, social, and other large
 platforms' ad inventory.

 Superior Insights and Measurement. We believe we have superior capabilities for Commerce Insights and
 measurement. Our technology provides our clients with the unique ability to measure against product sales at the product
 SKU level. For example, our commerce insights can bring together organic shopping data with paid media metrics for
 brands. In 2024, we achieved our first MRC accreditation for Retail Media measurement, a significant milestone in unifying
 the ecosystem.
 Scaled Global Presence. We do business in 108 countries and have a direct operating presence through 23 offices in 16
 countries. We have achieved this global presence by replicating and scaling our effective business model across all
 geographic markets. Large businesses are increasingly seeking global advertising partners able to provide comprehensive
 offerings that are effective across multiple geographies. We believe we can meet this demand by leveraging our scalable AI
 technology and global network of relationships and are well positioned to serve our clients in virtually every market in which
 they seek to drive trusted, impactful and measurable business results and commerce outcomes.
 Strong Financial Model. Our profitable, cash-generative financial model allows us to invest for growth while maintaining
 healthy profitability. Our company has a sustainable, robust profitability margin. In addition, we manage our expense base
 in a disciplined way, and we drive operating leverage fr om scaling and transitioning to more self-service solutions over
 time, as well as optimizing our business processes.
 Our Business & Growth Opportunities
 We have successfully implemented our Commerce Media Platform vision, positioning the company at the forefront of
 industry transformation and enabling us to capitalize on emerging trends in digital advertising. Our mission is to empower
 the world's marketers and media owners to build full-funnel strategies, more efficiently, targeting Commerce Audiences with
 multi-channel reach, AI-driven optimization and seamless first-party data integration to enhance personalization and
 improve performance. Our vision is to bring richer experiences to every consumer by supporting a fair and open internet
 that enables discovery, innovation, and choice.
 Our overarching priority is to drive sustainable and profitable growth for our business. This involves investing in the fast-
 growing ecommerce space and broadening our value proposition to cover all commerce media marketing goals as part of
 our Commerce Media Platform driving measurable business outcomes to our marketer and media owner clients.
 We are further expanding our rapidly growing retailer client base, becoming a platform of choice for agencies and brands
 and reinforcing our performance advantage.
 We continue to invest in building the world's leading Commerce Media Ecosystem with notable wins and valuable
 expansions across our partner network. Our ecosystem is a critical part of Criteo's moat and the unique value we provide
 to clients.
 • Strategics – In 2024, our partnership with Google continued to expand with Google's DV360 leveraging Criteo's
 Commerce Audiences to power advertiser campaigns. Furthermore, our strategic collaboration with Microsoft as
 their 'preferred onsite partner' for Retail Media and the design of our demand integration with Microsoft Advertising
 underscores Criteo's leadership, innovation and scale in this rapidly evolving space.
 • Retail Media - We continue to operate the world's largest independent Retail Media API program, connecting with
 13 buying partners and integrating with leading order management systems, including Salesforce.
 • Retailer Data – A key focus has been to enable interoperability of retailer data across our platform. We recently
 announced an example of this with Boots, a UK retailer, demonstrating over a 20% uplif t for their advertiser using
 this new data service.
 • Performance Media - We are exploring the impact of Buy Now Pay Later (BNPL) features in our ads to boost
 consumer engagement and conversion rates, showcasing our commitment to innovating at the intersection of
 fintech and advertising to deliver value for advertisers and consumers.
 • Resellers – We are always seeking efficiencies and expanded our reseller program to include Turkey and Latin
 American markets (excluding Brazil) in addition to Africa and targeted countries in Eastern Europe and APAC.
 • Addressability- Criteo continues to develop its partnership base with ID partners that allow us to target
 incremental inventory using privacy compliant and consent based solutions in the US and Japan.

 3 In the first quarter of 2023, we streamlined our client count methodology which is now based on unique billing accounts while the previous methodology included clients from
 whom Criteo has received a signed contract or an insertion order during the previous 12 months. The new methodology led to the consolidation of some client accounts but
 does not change the underlying activity or the overall trends.

 • 1P Data - We have ne ar ly 40 data platfor m and customer engagement platform partnerships enabling the
 activation of first-party audiences across Performance Media and Retail Media.
 We continue to have an active M&A pipeline, with a critical assessment on technologies and businesses that have the
 potential to accelerate our Commerce Media Platform strategy by enhancing, complementing or expanding our strategic
 capabilities, primarily through technology and broadening our Commerce Media capabilities across all channels.
 Key criteria for acquisitions include demonstrated revenue growth, ability to create synergies with our existing platform or
 customers, and ease of integration. We believe our entrepreneurial culture, growth opportunities, global scale, financial
 profile, strong brand and market position enable us to be an attractive acquirer.
 We intend to continue to invest in growing our business, while driving productivity and efficiency gains through organization
 simplification and operational excellence across the company and maintaining healthy profitability. We believe these
 investments will feed the long-term sustainable growth of Criteo. Driving operational excellence through the company to
 self-fund for our investments involves increasing automation and the scalability of our operations. We also leverage cutting-
 edge technology to streamline processes and enhance operational efficiency.
 Infras tructure
 Our ability to execute depends on our highly sophisticated global technology software and hardware infrastructure. As of
 December 31, 2024, we manage our global infrastructure of servers through a global network of data centers. Our global
 infrastructure is divided into three geographic areas: Americas, Asia-Pacific and EMEA, and our services are delivered
 through one or more data centers that support each particular area. Within large areas, the data centers are strategically
 placed to be close to our clients, publishers and users.
 This provides the benefit of minimizing the impact of network latency within a particular geographic area, especially for
 time-constrained services such as RTB.
 In addition, we replicate data across multiple data centers to maximize availability and performance. We also generally
 seek to distribute workload across multiple locations to avoid overloads in our systems and increase reliability through
 redundancy. In addition, we consider sustainability factors as we evaluate our infrastructure footprint, including prioritizing
 resource efficiency and clean energy to operate sustainable data centers.
 As part of our growth strategy, some of our products rely on major public cloud providers. Performance, response time and
 reach are driving how we manage cloud capacity.
 We use multiple-layered security controls to protect Criteo AI Engine and our data assets, including hardware- and
 software-based access controls for our source code and production systems, segregated networks for different
 components of our production systems and centralized production systems management.
 Our Clients
 On the demand side for commerce media activation, our diversified client base consists of more than 3,500 established
 brands and agencies, and more than 13,500 performance marketers, primarily in the retail, travel and classifieds verticals,
 and including some of the largest and most sophisticated commerce companies in the world.
 On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 225 retailers,
 as media owners. We also partner with approximately 75% of the top 100 ComScore publishers in our largest markets.
 As of December 31, 2024, we had a total of approxim ately 17,000 clients. 3 In 2024, approximately 40% of our client
 relationships were held directly with the client and the remaining 60% with advertising agencies or other third-parties on the
 Performance Media side of the business, whereas 30% of our Retail Media revenue comes from agencies.
 In 2024 and 2023, our largest client represented 4.6% and 2.1% of our revenue, respectively, and in 2024 and 2023, our
 largest 10 clients represented 17.1% and 12.3% of our revenue in the aggregate, respectively.

 There is no group of clients under common control or clients that are affiliates of each other constituting an aggregate
 amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on
 Criteo.
 Our clients are serviced through a combination of direct and indirect approaches, including through brand agencies for
 large clients, and performance agencies and resellers for midmarket clients.
 Research and Development
 We invest substantial resources in research and development to maintain our leading position in Commerce Media. Aside
 from the walled garden platforms, we have one of the largest R&D teams in the AdTech industry and our Criteo AI Lab
 pioneering innovations in computational advertising. Our engineering group is primarily located in research and
 development centers in France, the U.S., Canada, Cyprus, Germany, and Armenia. We expect to continue to expand our
 technological capabilities in the future and to invest significantly in continued research and development and new solutions.
 W e had 1,104 employees primarily engaged in Research and Development and Product as of December 31, 2024.
 Research and development expenses, including expenses related to the Product group, totaled $279.3 million,
 $242.3 million and $187.6 million for 2024, 2023 and 2022, respectively.
 Intellectual Property
 Our intellectual property rights are a key component of our success. We rely on a combination of patent, trademark,
 copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain
 and protect our proprietary rights. We generally require employees, consultants, clients, publishers, suppliers and partners
 to execute confidentiality agreements with us that restrict the disclosure of our intellectual property. We also generally
 require our employees and consultants to execute invention assignment agreements with us that protect our intellectual
 property rights.
 Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any
 of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. The laws of
 certain countries do not protect proprietary rights to the same extent as the laws of France and the U.S. and, therefore, in
 certain jurisdictions, we may be unable to protect our proprietary technology.
 Agreements with our employees and consultants may also be breached, and we may not have adequate remedies to
 address any breach. Further, to the extent that our employees or consultants use intellectual property owned by others in
 their work for us, disputes may arise as to the rights to know-how and inventions relating thereto or resulting therefrom.
 Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized
 parties may attempt to copy aspects of the Criteo Commerce Media Platform or obtain and use information that we regard
 as proprietary.
 As of December 31, 2024, we held 33 patents is sued by the U.S. Patent and Trademark Office and various foreign
 counterparts, and had filed three non-provisional patent applications in the U.S. and Europe. We also own and use
 registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In
 addition, we have also registered numerous internet domain names.
 Our industry is characterized by the existence of patents and occasional claims and related litigation regarding patent and
 other intellectual property rights. In particular, leading companies in the technology industry have extensive patent
 portfolios. From time to time, third parties, including certain of these leading companies, have asserted and may assert
 patent, copyright, trademark and other intellectual property rights against us, our clients or our publishers. Litigation and
 associated expenses may be necessary to enforce our proprietary rights.

 Privacy, Data Protection and Content Control
 Legal and Regulatory
 Privacy and data protection laws play a significant role in our business. The regulatory environment for the collection and
 use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the U.S., Europe and
 elsewhere. The U.S. and foreign governments have enacted, considered or are considering legislation or regulations that
 could significantly restrict industry participants' ability to collect, augment, analyze, use and share personal data, such as
 by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking
 technologies.
 In the U.S., at both the federal and state level, there are laws that govern activities such as the collection and use of data
 by companies like us. At the federal level, online advertising activities in the U.S. have primarily been subject to regulation
 by the Federal Trade Commission, or the FTC, which has regularly relied upon Section 5 of the Federal Trade Commission
 Act, or Section 5, to enforce against unfair and deceptive trade practices, including alleged violations of consumer privacy
 interests. Various states have also enacted legislation that governs these practices. The U.S. privacy law framework may
 be subject to significant evolutions in the near future both at a federal and at a state level. At a federal level, lawmakers are
 considering the possibility of adopting a federal privacy law and a draft bill was published in this regard in 2022 ("American
 Data Privacy and Protection Act"). In 2018, the State of California adopted the CCPA, which went into effect on January 1,
 2020. The CCPA establishes a privacy framework for covered businesses by, among other requirements, creating an
 expanded definition of personal information, establishing new data privacy rights for consumers in the State of California,
 creating new notice obligations and new limits on the sale of personal information, and creating a statutory damages
 framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and
 practices to prevent data breaches. We and partners in our industry have been required to comply with these requirements
 since January 1, 2020, when the CCPA became effective. In November 2020, the voters in California passed the California
 Privacy Rights Act ("CPRA"), which both amends and expands the scope of the CCPA. The CPRA, which became effective
 on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their personal
 information and additional obligations on businesses. We cannot predict the full effect of these laws and regulations on our
 business, but adapting our business to comply with them could involve substantial resources and expense, and may cause
 us to divert resources from other aspects of our business, all of which may adversely affect our business.
 Other states in the U.S. are quickly adopting state enacted privacy laws. Currently, a total of 20 states in the U.S. have
 passed consumer and privacy laws. Of those 20, eight state's laws are currently effective. Some of these consumer and
 privacy laws differ slightly from the CCPA and CPRA leading to a varied and complex regulatory landscape, which could
 result in material costs.
 In addition, the Criteo Commerce Media Platform reaches users throughout the world, including in Europe, Australia,
 Canada, South America and Asia-Pacific. As a result, some of our activities may also be subject to the laws of foreign
 jurisdictions. In particular, data protection laws in Europe can be more restrictive regarding the collection and use of data
 than those in U.S. jurisdictions.
 In the European Union (the "EU"), the two main pillars of the data protection legal framework are the Directive on Privacy
 and Electronic Communications (the "E-Privacy Directive") and GDPR. The E-Privacy Directive directs EU member states
 to ensure that accessing information on an Internet user's computer, such as through a cookie and other similar
 technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. The
 Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user, and European
 regulators are increasingly agitating for more robust forms of consent. These developments result in ending reliance on
 implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets. A
 replacement for the E-Privacy Directive is still under discussion by EU member states to align the E-Privacy Directive to
 GDPR and force a harmonized approach across EU member states. It is possible that the proposed e-privacy regulation
 could further raise the bar for the use of cookies. However, the advancement of the legislative process for the adoption of
 the e-privacy regulation remains quite uncertain.
 Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of 20 million
 or 4% of the data controller's or data processor's global turnover from the preceding financial year, whichever is higher.
 On October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des Libert s, or
 the "CNIL") issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations
 on modalities for obtaining users' consent to store or read non-essential cookies and similar technologies on their devices.
 The recommendations provide that, when required, consent must be indicated by a clear and positive action of the data
 subject, such as by clicking on an "accept all" button on the first layer of the consent management platform.

 The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an
 equivalent to the "refuse all" button should be present on the first layer of the consent management platform. Further, the
 ability to withdraw consent must be readily available at all times.
 As we continue to expand into other foreign jurisdictions, we may be subject to additional laws and regulations that may
 affect how we conduct business.
 For additional information regarding the investigation into the Company's compliance with GDPR, please refer to Note 20,
 Commitments and Contingencies, in our audited consolidated financial statements included elsewhere in this Form 10-K.
 Self-Regulation
 In addition to complying with extensive government regulations, we voluntarily and actively participate in several trade
 associations and industry self-regulatory groups that promulgate best practices or codes of conduct relating to targeted
 advertising. For example, the Internet Advertising Bureau EU & US, the Network Advertising Initiative, the European Digital
 Advertising Alliance and the Digital Advertising Alliance have developed and implemented guidance for companies to
 provide notice and choice to users regarding targeted advertising.
 In an effort to harmonize the industry's approach to internet-based advertising, these programs facilitate a user's ability to
 disable services of integrated providers, but also educate users on the potential benefits of online advertising, including
 access to free content and display of more relevant advertisements to them. The rules and policies of the self-regulatory
 programs that we participate in are updated from time to time and may impose additional restrictions upon us in the future.
 Criteo became one of the first companies to broadly include an "Ad Choices" link in all the advertisements we deliver,
 which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements
 and the data practices associated with the advertisements they receive. In addition, we provide consumers with notice
 about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising as well
 as an easy-to-use and easy-to-access mechanism to control their advertising experience and withdraw consent or opt out
 of receiving targeted advertisements we deliver.
 We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed
 decisions about our use of their data. We also require our clients and publisher and retailer partners to provide information
 to consumers about our collection and use of data relating to the advertisements we deliver and monitor.
 Content Control and Brand Safety
 Criteo strives to maintain a trusted advertising ecosystem aligned with the marketing goals and the brand requirements of
 our marketers and media owners alike. We have rigorous supply partner guidelines in place, and we take a large variety of
 internal and external brand safety measures to ensure that the brand equity of our clients is protected. These measures
 include our partnership with industry recognized and MRC-accredited services from DoubleVerify.
 To protect our clients against invalid traffic ("IVT"), we have built advanced engine detection and filtration systems that will
 discard invalid bid requests, impressions and clicks, and we do not bill advertisers for the invalid traffic. We also leverage
 industry compliant blocklists from the Interactive Advertising Bureau, and Trustworthy Action Group ("TAG") to filter out
 known sources of IVT and we partner with industry recognized and MRC-accredited service Double Verify to supplement
 our pre-bid and post-bid detection and filtration capabilities of IVT.
 We are recognized for trust & safety and have been certified by the Trustworthy Accountability Group for Certification
 Against Fraud, Brand Safety Certification and Certification Against Malware through independent audits and for
 Certification For Transparency for our Commerce Grid platform. Due to this level of certification, we are part of the selected
 group of companies that have been granted the Platinum Seal by TAG.
 Government Regulation
 Further to the laws and regulations governing privacy and data protection described above, we are subject to numerous
 domestic and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new
 interpretations of existing laws and regulations) may also impact our business.
 The costs of compliance with these laws and regulations are high and are likely to increase in the future and any failure on
 our part to comply with these laws may subject us to significant liabilities and other penalties.

 Competition
 We compete in the commerce media market and in the broader market for digital marketing and media monetization,
 primarily through Display Advertising. Our market is complex, rapidly evolving, highly competitive, still fragmented and yet
 rapidly consolidating. We face significant competition in this market, which we expect to intensify in the future, partially as a
 result of potential new entrants in our market, including but not limited to large well-established internet publishers and
 players, in particular as we continue to expand the breadth of the Criteo Commerce Media Platform. We currently compete
 with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play Demand-Side
 Platforms ("DSPs"), such as The Trade Desk, pure play Supply-Side Platforms ("SSPs") such as Magnite or PubMatic, and
 pure play retail SSPs such as Publicis' CitrusAd, that focus on monetizing retailers' media, as well as smaller, privately held
 companies. Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc.
 ("Adobe"), Oracle Corporation ("Oracle") and Salesforce.com, Inc. ("Salesforce"), or public and private companies
 specialized in the Marketing Technology ("MarTech") space. In addition, web browsers, and desktop and mobile operating
 systems developed by large software companies like Google and Apple Inc. ("Apple") can have a significant influence and
 impact on the way we operate.
 Seasonality
 Our client base consists primarily of companies in the Retail, Travel and Classifieds industries. In the digital Retail industry
 and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising spend to the
 fourth quarter of the calendar year, to coincide with increased holiday spending by consumers. As a result, the
 concentration of advertising spend in the fourth quarter of the calendar year may be particularly pronounced. Our Retail
 clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while
 our Travel clients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising
 campaigns in the second quarter. As a result, our revenue tends to be seasonal in nature. If the seasonal fluctuations
 become more pronounced, our operating cash flows could fluctuate materially from period to period.
 Employees and Human Capital Management
 We have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven
 by our core values of "open, together and impactful".
 As of December 31, 2024, we had 3,507 employees. Our employees employed by French entities ( 970 employees) are
 covered by a collective bargaining agreement and are represented by employees through a Social and Economic
 Committee (Work Council) affiliated to a trade union. As part of the Social and Economic Committee, five sub-committees
 have been appointed: Health & Safety Committee, Economic Committee, Gender Equality Committee, Training Committee
 and a Housing Committee. We consider labor relations to be good and have not experienced any work stoppages,
 slowdowns or other serious labor problems that have materially impeded our business operations.
 Our Board, with assistance from our Compensation Committee, has oversight of and periodically reviews the Company's
 strategies, initiatives and programs with respect to the Company's culture, talent recruitment, development and retention
 and employee engagement.
 Talent Acquisition & Development
 Attracting and retaining top talent is a key objective at Criteo. We are committed to offering an environment in which
 employees are ensured equal job opportunities and have a chance for advancement. Our compelling employee value
 proposition, attractive compensation packages and vibrant culture are instrumental in our ability to attract and retain talent.
 Additionally, we strive to provide exceptional training opportunities and development programs for our employees. In 2024,
 a pproximately 25,000 training hours we re delivered to our employees. To assess and improve employee retention and
 engagement, we periodically survey employees, and take action to address areas of employee concern. In 2024, we
 carried out 4 employee surveys, soliciting fee dback on a wide range of topics including well-being, flexibility, and inclusion.

 Culture
 As a global technology company, we believe that a diverse and inclusive culture is the cornerstone for driving creative
 collaboration and sustainable growth. We are proud that our employees can be themselves at work and we value a broad
 range of perspectives in the workforce. We are committed to building on our culture and collaborative work environment
 through how we hire, develop, reward, and retain all talent at Criteo. Our efforts to foster a positive culture and a diverse
 and inclusive workplace are led by a dedicated leadership team who coordinate through the business and leverage our
 employee resource groups to encourage community, engagement and networking for all employees.
 Health, Safety and Wellness
 Employee health, safety and wellness is a priority for Criteo. We devote time and effort across all of our locations to provide
 positive working conditions, work-life balance and a healthy office environment for our employees. We recognize and
 support employees with their work life integration and believe that flexibility is an essential element to remain engaged,
 efficient, and productive. We also believe in the importance of employee contribution and results, rather than focusing on
 where work is being completed. We foster a dynamic environment where employees are empowered to reach their highest
 potential.
 Total Rewards
 We are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of
 our employees and reward their efforts and contributions. We seek coherence and fairness in total compensation with
 reference to external market comparisons, internal equity, and the relationship between management and non-
 management compensation. Our total compensation packages include base pay, performance-based incentives, long-term
 incentives such as equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family
 leave, employee assistance and well-being programs among many others.
 Available Information
 Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to
 these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available, free of charge
 on our website, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.
 Securities and Exchange Commission (the "SEC"). These documents may be accessed through our website at
 www.criteo.com under "Investors." Information contained on, or that can be accessed through, our website does not
 constitute a part of this Form 10-K. We have included our website address in this Form 10-K solely as an inactive textual
 reference.
 The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information
 regarding registrants, such as Criteo, that file electronically with the SEC. With respect to references made in this Form 10-
 K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the
 exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document.

 Item 1A Risk Factors
 Investing in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other
 information contained in this Form 10-K, including our consolidated financial statements and the related notes thereto,
 before investing in our ADSs. The risks and uncertainties described below 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 of the following risks materialize, our business, financial condition and results of operations could be
 materially harmed. In that case, the trading price of our ADSs could decline, and you may lose some or all your
 investment.
 Risks Related to Our Business and Industry

 If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our
 offerings may become less competitive or obsolete. Our investments in new solutions and technologies to
 address new marketing goals for our clients are inherently risky and may not be successful.
 Our industry and business are subject to rapid and frequent changes in technology, evolving client needs and the frequent
 introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to
 continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities,
 add functionality to and improve the performance of the Criteo Commerce Media Platform, and address technological and
 industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not
 be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete.
 Furthermore, brand promotion activities may not yield increased revenue sufficient to offset expenses or any increased
 revenue at all.
 Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful.
 While we have a track record of addressing broader marketing and monetization goals, including customer acquisition and
 brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization to expand into
 new advertising channels. If we are not successful in continuing to improve and adapt our solutions along broader
 marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the importance of
 brand recognition will increase as competition in our market increases.
 The market in which we participate is intensely competitive, and we may not be able to compete successfully
 with our current or future competitors.
 The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing,
 as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or
 capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market,
 including large established companies, smaller companies that we do not yet know about, or companies that do not yet
 exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and
 maintain our profitability, including if competition increases pricing pressure.
 Certain internet and technology companies may have the power and capital to significantly change the very nature of the
 digital advertising marketplaces in ways that could materially disadvantage us. Some of these companies could leverage
 their positions to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or
 other solutions or services that could be significantly harmful to our business and results of operations. Some of these
 companies also have significantly larger resources and capital than we do, and in many cases have advantageous
 competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome,
 Meta Platforms, and Apple Search Ads, which they can use to their advantage. Furthermore, our competitors have
 invested substantial resources and capital in innovation, which could lead to technological advancements that change the
 competitive dynamics of our business in ways that we may not be able to predict.
 In addition to competing for advertising spend, we compete with many companies for advertising inventory, some of whom
 also operate their own advertising networks or exchanges from which we buy advertising inventory.

 As more companies compete for advertising impressions on advertising exchange platforms and other platforms that
 aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may
 adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a
 profitable basis. Some of the companies that we compete with, either for advertising spend or inventory, may also be our
 clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize
 such companies to cease to be our clients or cease to provide us with access to their advertising inventory.
 If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would
 be adversely affected. Some large retailers, which could include our own clients, may develop retail media advertising
 technologies in-house, and may move some of their demand to a direct sales model such that they would do some of their
 own sales. Competition could also hinder the success of new advertising solutions that we offer in the future.
 If any of these risks were to materialize, our ability to compete effectively could be significantly compromised and our
 results of operations could be harmed. Any of these developments would make it more difficult for us to sell our offerings
 and could result in increased pricing pressure, reduced fees and gross margins, increased sales and marketing expense
 and/or the loss of market share.
 Our success depends on our ability to implement our business transformation and achieve our global business
 strategies.
 Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to
 major changes in the advertising technology industry driven by, but not limited to, regulations such as GDPR and
 restrictions on data collection and use, including those implemented by large technology companies. The components of
 our transformation include diversification of our services as we rely less on third-party signals, focus on growth and
 investment, and certain organization adjustments and cost optimization opportunities. Our future performance and growth
 depend on the success of this transformation and our new business strategies, including our management team's ability to
 successfully implement them.
 Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations,
 capital allocation priorities, operational and organizational structure, and increased demands on management. Such
 changes could result in short-term and one-time costs, lost clients, reduced sales volume, higher than expected
 restructuring costs, productivity or retention issues, business disruption, and other negative impacts on our business.
 As we continue to transform our business, we may not realize the anticipated benefits or the realization of such benefits
 may be delayed. The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in
 the implementation of continued transformation and growth and our product roadmap, global or local economic conditions,
 competition, changes in the advertising technology industry and the other risks described herein, could have a material
 adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.
 The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of
 our client and publisher content could result in significant costs to us, lost revenue and diminished business
 opportunities.
 The effective delivery of certain of our digital advertising solutions relies in part on the ability of Criteo AI Engine to predict
 the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of
 accuracy so that our clients can achieve desirable returns on their advertising spend. Although we have evolved our
 pricing models alongside our broader suite of solutions, a large part of our revenue continues to be generated through
 click or impression based pricing models or an equivalent, such that our clients only pay us when a user engages with the
 advertisement, usually by clicking on it.
 Many of our agreements with clients do not include a spending minimum. Similarly, our contracts with publishers generally
 do not include long-term obligations requiring them to make their inventory available to us over long periods of time.
 Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase
 revenue, which depends partly on the optimal functioning of Criteo AI Engine.
 In addition, we have seen significant growth in the amount and complexity of data processed by Criteo AI Engine and the
 number of advertising impressions we deliver. As the amount of data and number of variables processed by Criteo AI
 Engine increase, and the calculations that the algorithms must compute become increasingly complex, the risk of errors in
 the type of data collected, stored, generated or accessed also increases.

 Our client's satisfaction also depends on our ability to keep advertisements from being placed in unlawful or inappropriate
 content, or content that is not permitted under the terms of the applicable agreements with clients. While this depends in
 part on the optimal functioning of the Criteo AI Engine, as more of our clients use our self-service tools with less
 intervention by us, it could become more challenging to train and support such clients to use such tools and to prevent
 inappropriate or unlawful advertisements from being shown. Consistent with the nature of all technology companies,
 fraudulent or malicious activity, including non-human traffic, could also impair the proper functioning of Criteo AI Engine.
 For example, the use of bots or other automated or manual mechanisms to generate fraudulent clicks or misattribute
 clicks on advertisements we deliver could overstate the performance of our advertising. Due to the higher cost per 1,000
 impressions paid for online video and Connected TV advertisements, the risk of fraudulent traffic may increase as we
 increase our purchasing of online video and Connected TV inventory.
 If we were to experience significant errors, defects, or fraudulent or malicious activity in Criteo AI Engine, our solution
 could be impaired or stop working altogether, which could significantly impair our ability to purchase any advertising
 inventory and generate any revenue until the errors, defects or fraudulent or malicious activity were detected and
 corrected. If we are unable to keep our clients' advertisements from being placed in unlawful or inappropriate content, our
 reputation and business may suffer. Other negative consequences from experiencing such issues could include:
 • a loss of clients and publishers or a decrease in inventory purchased by clients;
 • fewer consumer visits to our client websites or mobile applications;
 • faulty inventory purchase decisions, resulting in lower profitability per impression, up to and including negative
 margins, for which we may need to bear the cost;
 • lower return on advertising spend for our clients;
 • lower price for the advertising inventory we can offer to publishers;
 • delivery of less relevant or irrelevant advertisements, resulting in lower click-through or conversion rates;
 • being blocked by internet service providers or regulators;
 • refusals to pay, demands for refunds, loss of confidence, termination of campaigns or withdrawal of future business
 and potential liability for damages or regulatory inquiries or lawsuits; and
 • negative publicity or harm to our reputation.
 As a result, the failure by Criteo AI Engine to accurately predict engagement of users and the failure to maintain the quality
 of our client and publisher content could result in significant costs, lost revenue and diminished business opportunities.
 Third parties may implement technical restrictions that impede our access to data and revenue opportunities
 upon which we rely, which could materially impact our business and results of operations.
 A substantial portion of the data we rely on comes from our publisher and retailer partners and other third parties,
 including advertising exchange platforms (including supply-side platforms, or "SSPs", such as Google's Ad Manager) and
 retailers. Similarly, we rely on our publisher and retailer partners, and such other third parties for opportunities to serve
 advertisements through which we generate our revenue. Our ability to successfully leverage such data and successfully
 generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher and retailer
 partners or other third parties, including restrictions on our ability to use or read cookies or other tracking features or our
 ability to use real-time bidding networks or other bidding networks.
 For example, our publishers and retailer partners are responsible under European regulation, such as the GDPR, the E-
 Privacy Directive (each as defined below) and other new government restrictions, for gathering necessary user consents
 and indicating to SSPs that Criteo has been approved by the applicable users. As part of their efforts to comply with their
 understanding of the requirements of European regulation, certain SSPs have required actions from publishers and
 retailer partners with respect to such consents that appear stricter than regulations require. Similarly, SSPs and other
 relevant third parties may take similar actions in response to any new legislation or regulatory developments or
 interpretations in the future, in response to perceived user preferences, or for other reasons.
 If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able
 to comply with restrictions imposed by other ecosystem participants, we may lose the ability to access data, bid on
 opportunities, or purchase digital ad space, which could have a substantial impact on our revenue.

 We have substantial client concentration in certain markets and solutions, with a limited number of clients
 accounting for a substantial portion of our revenues in those areas.
 Although our overall customer base is well-diversified, with our largest 10 clients representing 17.1% of our revenue i n the
 aggregate in 2024, in certain of our markets and solutions we derive a substantial portion of revenues from a limited
 number of clients. We cannot predict the future level of demand for our services and products generated by these clients,
 and revenues from these clients may fluctuate. Further, some of our contracts with these clients may permit them to
 terminate or reduce use of our products at any time (subject to notice and certain other provisions). If we fail to retain any
 of these clients or any of these clients terminate or reduce use of our products, if not replaced by new clients and an
 increase in business from existing clients, our revenues within certain markets or solutions may be negatively impacted.
 We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic
 transactions, which may adversely affect our ability to achieve our growth and business objectives.
 We explore, on an ongoing basis, potential acquisitions of additional businesses, products, solutions, technologies or
 teams, and other potential strategic transactions, including investments and partnerships. If we pursue any such strategic
 transaction, we may not be successful in negotiating the terms and/or financing of the transaction, and our due diligence
 may fail to identify all of the problems, contingencies, liabilities or other shortcomings or challenges of the relevant market,
 business, product, solution or technology.
 Any strategic transaction may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity
 securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived
 assets, and restructuring charges, any of which could harm our financial condition or results. The Company has incurred
 and will incur significant transaction and acquisition-related costs in connection with its acquisitions or other transactions,
 including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs
 could adversely effect our financial condition, results of operations or cash flows. In addition, the anticipated benefits of
 any acquisition or investment may not be realized, and we may be exposed to unknown risks, which could adversely
 affect our business, financial condition or operating results, including risks arising from:
 • difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if
 those businesses operate outside of our core competency and across different geographies;
 • ineffectiveness, lack of scalability, or incompatibility of acquired technologies or services;
 • unforeseen cybersecurity issues or flaws in acquired technologies or the integration thereof;
 • loss of key employees of acquired businesses;
 • inability to maintain the key business relationships and the reputation of acquired businesses or products;
 • failure to successfully further develop the acquired technology to recoup our investment;
 • diverting management's attention from other business concerns;
 • liability or litigation for activities of the acquired business, including claims from terminated employees, clients,
 former shareholders or other third parties;
 • implementation or remediation of controls, practices, procedures and policies at acquired businesses, including
 the costs necessary to establish and maintain effective internal controls; and
 • increased fixed costs without corresponding offsetting growth.
 Our international operations and expansion expose us to several risks.
 As of December 31, 2024, we had a direct operating pres ence in 23 offices and shared workplaces located in 16 countries
 and did business in 108 countries. Our current global operations and future initiatives involve a variety of risks, including:
 • operational and execution risk, including localization of the product interface and systems, translation into foreign
 languages, adaptation for local practices, adequate coordination to onboard local clients and publishers, difficulty
 of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large
 geographic distances, and the increasing complexity of the organizational structure required to support expansion
 and operations into multiple geographies and regulatory systems;
 • insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic
 markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement
 in that market;
 • compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among
 other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding,
 labor regulations, anti-corruption, environment, consumer protection, economic sanctions, public health crises
 (including the outbreak of contagious disease and pandemics), spam and content, and AI, which laws and
 regulations may be inconsistent across jurisdictions;
 • intensity of local competition for digital advertising budgets and internet advertising inventory;

 • changes in a specific country's or region's political or economic conditions, including through elections;
 • risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing
 model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing
 and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership
 and investments, and difficulties in repatriating or transferring funds from or converting currencies; an d
 • limited or unfavorable intellectual property ("IP") protection;
 Additionally, operating in international markets also requires significant management attention and financial and legal
 resources. We cannot be certain that the investment and additional resources required in establishing operations in other
 countries will produce desired levels of revenue or profitability.
 Because Criteo S.A.'s functional currency is the euro, while Criteo S.A.'s reporting currency is the U.S. dollar, we face
 exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange risk exposure also arises from
 intra-company transactions and financing with subsidiaries that have a functional currency different than the euro.
 While we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-
 company transactions and financing, we may not hedge all of our foreign currency exchange rate risk. In addition, hedging
 transactions carry their own risks and costs, and could expose us to additional risks that could harm our financial condition
 and operating results.
 Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely
 affect our ability to conduct our business.
 Governmental authorities around the world have enacted, considered or are considering legislation or regulations that
 could significantly restrict our ability to collect, process, use, transfer and pool data collected from and about consumers
 and devices. Trade associations and industry self-regulatory groups have also promulgated best practices and other
 industry standards relating to targeted advertising.
 In the European Union ("EU"), the two main pillars of the data protection legal framework are the Directive on Privacy and
 Electronic Communications ("E-Privacy Directive") and the General Data Protection Regulation ("GDPR"). The E-Privacy
 Directive directs EU member states to ensure that accessing information on an Internet user's computer, such as through
 a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and
 given consent. The Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the
 user in line with the requirements applicable to consent under GDPR. These developments result in ending reliance on
 implied consent mechanisms used to meet requirements of the E-Privacy Directive in some markets. The European Data
 Protection Board has also published guidelines further restricting its interpretation of the technical scope of the E-Privacy
 Directive, increasingly limiting our possibility to rely on certain tracking technologies such as racking links and URL.
 Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of 20 million
 or 4% of the data controller's or data processor's total worldwide turnover from the preceding financial year. Similar
 sanctions would be applicable under the E-Privacy Regulation to cookie consent.
 Further, on October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des
 Libert s, or the "CNIL") issued the final version of its guidelines on the use of cookies and other trackers and its final
 recommendations on modalities for obtaining users' consent to store or read non-essential cookies and similar
 technologies on their devices. The recommendations provide that, when required, consent must be indicated by a clear
 and positive action of the data subject, such as by clicking on an "accept all" button on the first layer of the consent
 management platform. The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to
 accept consent, and an equivalent "refuse all" button should be present on the first layer of the consent management
 platform. Further, the ability to withdraw consent must be always readily available. Companies had until March 2021 to
 ensure compliance with these guidelines. The CNIL has launched investigations and sanctioned companies for lack of
 compliance with its guidelines on cookies. The European Center for Digital Rights ("NOYB") has also filed several
 complaints with data protection authorities for failure to comply with GDPR requirements.
 In January 2020, the CNIL opened a formal investigation into Criteo. In June 2023, the CNIL issued its decision, which
 retained alleged GDPR violations but reduced the financial sanction against Criteo from the original amount of 60.0
 million ($65.0 million) to 40.0 million ($44.0 million). Criteo made the required sanction payment in 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 Conseil d'Etat. Refer to Note 20. Commitments and Contingencies for more
 information.

 In 2018, the State of California adopted the California Consumer Privacy Act of 2018 (the "CCPA"), which went into effect
 on January 1, 2020, and requires covered companies to, among other things, provide new disclosures to California
 consumers and afford such consumers new abilities to opt out of the sale of their personal information. In November 2020,
 voters in California passed the California Privacy Rights Act ("CPRA"), which both amends and expands the scope of the
 CCPA. The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for
 California consumers with respect to their personal information and additional obligations on businesses.
 We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with
 them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our
 business, all of which may adversely affect our business.
 In addition, other states in the U.S. are quickly adopting state enacted privacy laws. Currently, a total of 20 states in the
 U.S have passed consumer and privacy laws. Of those 20, eight state's laws are currently effective.
 Some of these consumer and privacy laws differ slightly from the CCPA and CPRA leading to a varied and complex
 regulatory landscape, which could result in material costs.
 Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry
 standards can be costly to comply with, and sometimes contradictory, and we may be unable to pass along those costs to
 our clients in the form of increased fees, which may negatively affect our operating results.
 Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational
 harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or
 other remedies, including fines or demands that we modify or cease existing business practices. Additionally, any
 perception of our practices or solutions as an invasion of privacy, whether such practices or solutions are consistent with
 current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational
 harm or claims by regulators, which could disrupt our business and expose us to increased liability. Finally, our legal and
 financial exposure often depends in part on our clients', publisher and retailer partners' or other third parties' adherence to
 and compliance with privacy laws and regulations and their use of our services in ways consistent with users'
 expectations. If our clients or publisher and retail partners fail to adhere to our contracts in this regard, or a court or
 governmental agency determines that we have not adequately, accurately or completely described our own solutions,
 services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and
 publisher and retailer partners may be subject to potentially adverse publicity, damages and investigation or other
 regulatory activity in connection with our privacy practices or those of our clients.
 Additionally, legislative and regulatory action is emerging in the areas of artificial intelligence ("AI"), which, given our long
 history developing using and innovating through AI with the Criteo AI Engine, could increase costs or restrict opportunity.
 Compliance with existing, expanding, or new laws and regulations regarding AI or use of data to train AI, including the EU
 AI Act adopted on July 12, 2024 and other data protection laws, may involve significant costs or require changes in
 products or business practices that could adversely affect our results of operations. Additionally, our ability to innovate
 may be affected if we are unable to access foundation models and general- purpose AI in the same manner as our non-
 EU competitors.
 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 retailer partners, browsers or other
 software, changes in technology, and new developments in laws, regulations and industry standards.
 Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage
 data, including data that we collect from our clients, data we receive from our publisher partners, retailers and third
 parties, and data from our own operating history. Using cookies and other tracking technologies, such as hashed emails,
 hashed customer log-ins, hashed mobile phone numbers or mobile advertising identifiers, we collect information about the
 interactions of users with our clients' and publisher and retailer partners' digital properties (including, for example,
 information about the placement of advertisements and users' shopping or other interactions with our clients' websites or
 advertisements). Our ability to successfully leverage such data depends on our continued ability to access and use such
 data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties
 (such as clients, supply sources and publisher and retailer partners, who may also compete with us for advertising spend
 and inventory), web browser developers or other software developers, changes in technology, including changes in web
 browser technology, increased visibility of consent or "do not track" mechanisms or "ad-blocking" software, the emergence
 of new opt-out signals such as "Global Privacy Control" and "Global Privacy Platform", and new developments in, or new
 interpretations of, laws, regulations and industry standards. These types of restrictions could materially impair the results
 of our operations.

 Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or may implement
 changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by
 limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences.
 Today, several major web browsers block third-party cookies by default. Internet users can also delete cookies from their
 computers and mobile devices at any time. In July 2024, following the investigation of the UK Competition and Market
 Authority ("CMA"), Google announced that it had abandoned plans to phase out support for third-party cookies in Chrome.
 Instead of deprecating third-party cookies, Google has proposed an updated framework that allows users to make an
 informed choice across web browsing that can be adjusted any time, which proposal remains subject to consultation with
 the CMA, the Information Commissioner's Office and other global regulators. Google also confirmed that it will pursue the
 development and rollout of its Privacy Sandbox initiative ("PSB") in parallel with this updated choice framework. Google's
 PSB would limit certain processing of personal data through third-party cookies, and replace it with certain application
 programming interfaces ("APIs") that would allow advertisers to receive data without using such third-party cookies. If the
 updated choice framework and the PSB are adopted, it could require us to make changes to how we collect information
 on consumer preferences. Google controls more than 65% of the browser market and has an even more dominant
 position in the digital advertising market. Google and other web browser developers have significant resources at their
 disposal and command substantial market share, and any negative user choice or restrictions they impose could foreclose
 our ability to understand the preferences of a substantial number of consumers.
 Although through continued innovation our business is relying less on third-party signals and more on first-party data-
 based and other identifiers, if we are blocked or restricted from collecting information on consumer preferences and
 serving personalized advertisements to a significant portion of internet users, our business could suffer and our results of
 operations could be harmed.
 Similarly, Internet users are increasingly able to download free or paid "ad-blocking" software, including on mobile devices,
 which prevent third-party cookies from being stored on a user's computer and block advertisements from being displayed
 to such user. In addition, Google has introduced ad blocking software in its Chrome browser that blocks certain ads based
 on quality standards established under a multi-stakeholder coalition. If such a feature inadvertently or mistakenly blocks
 ads that are not within the established blocking standards, or if such capabilities become widely adopted and the
 advertising technology industry does not collaboratively develop alternative technologies, our business could be harmed.
 The Interactive Advertising Bureau and Digital Advertising Alliance have also developed frameworks that allow users to
 opt out of the "sale" of their personal information under the CCPA, in ways that stop or severely limit the ability to show
 targeted ads.
 In addition, web browsers that explicitly do not allow the tracking of data may be growing in popularity. If a significant
 number of web browser users switch to advertising-free services or platforms, our business could be materially impacted.
 For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable,
 pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow
 users to express a preference with respect to data collection for advertising, including to disable the identifier and
 therefore restrict or prevent targeted advertising. These identifiers and privacy controls are defined by the developers of
 the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For
 example, Apple requires user opt-in before permitting access to Apple's unique identifier, or IDFA. This shift from enabling
 user opt-out to an opt-in requirement has had, and is likely to continue to have, a substantial impact on the mobile
 advertising ecosystem and could harm our growth in this channel.
 User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still
 developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those
 channels.
 The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key
 element of the Criteo Commerce Media Platform. If too few of our clients provide us with the permission to share their
 data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining
 the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished,
 which could impact the performance of our products and materially impact our business.
 In addition, our ability to collect and use data may be restricted or prevented by other factors, including:
 • failure of our, or our clients', network, hardware, or software systems;
 • our inability to grow our client and publisher base in new industry verticals and geographic markets to obtain the
 critical mass of data necessary for Criteo AI Engine to perform optimally;

 • malicious traffic (such as non-human traffic) that introduces "noise" in the information that we collect from clients
 and publishers and retailer partners; and
 • interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our
 reliance on external third-party providers for cloud computing services and data center hosting services, in a
 highly competitive market subject to close legal and regulatory scrutiny.
 Any of the above-described limitations could also harm our business and adversely impact our future results of operations.
 We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may
 increase the risk that we will not be successful. Our historical growth rates may not be indicative of our future
 growth, and we may have difficulty sustaining profitability.
 We operate in a rapidly evolving industry. Our ability to forecast our future operating results is subject to several
 uncertainties, including our ability to plan for and model future growth in both our business and the digital advertising
 market. We are subject to risks and uncertainties frequently experienced by growing companies in rapidly evolving
 industries, including challenges in forecasting accuracy, determining appropriate nature and levels of investments,
 predicting adequate future headcount, assessing appropriate returns on investments, achieving market acceptance of our
 existing and future offerings, managing client implementations and developing new solutions. If our assumptions regarding
 these uncertainties, which we regularly use and update to plan our business, are incorrect or change in reaction to
 changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ
 materially from our expectations and our business could suffer.
 You should not consider our revenue growth in past periods to be indicative of our future performance. In future periods,
 our revenue could decline or grow more slowly than we expect. We believe the growth of our revenue depends on several
 factors, including our ability to:
 • attract new clients, and retain and expand our relationships with existing clients;
 • maintain the breadth of our media owner network and attract new publishers and media owners, including large
 retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume
 and breadth of advertising inventory available to us;
 • broaden our solutions portfolio to include additional marketing and monetization goals for commerce companies
 and consumer brands across the open Internet, including web, apps and stores;
 • adapt our offering to meet evolving needs of businesses, including to address market trends such as the (i)
 continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) increasing
 percentage of sales that involve multiple digital devices, (iii) increasing retailer adoption of retail media
 monetization solutions, (iv) growing adoption by consumers of "ad-blocking" software on web browsers on
 desktop and/or mobile devices and use by consumers of advertising-free services, (v) changes in the marketplace
 for and supply of advertising inventory, (vi) changes in the overall ecosystem resulting in signal loss and (vii)
 changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes;
 • maintain and increase our access to data necessary for the performance of Criteo AI Engine;
 • continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning
 approaches and hardware; and
 • continue to adapt to a changing regulatory landscape governing data use, data protection, privacy matters and AI.
 We also anticipate continuing to invest in our business to increase the scale of our Commerce Media Platform and attract
 more media spend. We cannot be certain that this strategy will be successful or result in increased liquidity or long-term
 value for our shareholders.
 We derive a significant portion of our revenue from companies in the retail, travel and classified industries, and
 any downturn in these industries or any changes in regulations affecting these industries could harm our
 business.
 A significant portion of our revenue is derived from companies in the Retail, Travel and Classifieds industries. For
 example, in 2024 and 2023, 75.0% and 77.7 %, respectively, of our combined revenue for Performance Media was derived
 from advertisements placed for Retail commerce businesses. Any downturn or increased competitive pressure in any of
 our core industries, such as retailer bankruptcies due to poor economic conditions, or other industries we may target in the
 future, may cause our clients to reduce their spending with us, or delay or cancel their advertising campaigns with us.

 We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled
 talent or retain our senior management team and other key employees, we may not be able to achieve our
 business objectives.
 Our future success depends on our ability to continue to attract, hire, retain and motivate highly skilled employees,
 particularly AI experts, software engineers, product managers and other employees with the technical skills that enable us
 to deliver effective advertising solutions. Competition for diverse, experienced and highly skilled employees in our industry
 is intense, in particular in the fields of AI and data science, and we expect certain of our key competitors, who are larger
 than us and have access to more substantial resources, to pursue top talent on a global basis.
 Our future success also depends on the continued service of our senior management team. As a global team heading a
 global company, our management team must operate and collaborate across multiple geographies, which can make
 coordinated management more challenging. Business transformation periods, changes in leadership and changes due to
 business reorganization may result in uncertainty, impact business performance and strategies, and retention of key
 personnel. We may be unable to attract or retain or successfully transition the management and highly skilled personnel
 who are critical to our success, which could disrupt our business, hinder our ability to keep pace with innovation and
 technological change in our industry, drive stock price volatility, or result in harm to our key client and publisher
 relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs.
 If we are unable to continue to successfully attract and retain highly skilled talent, senior management and maintain our
 corporate culture, it could adversely affect our ability to compete effectively and execute on our business strategy.
 As we expand the market for our solutions, we may become more dependent on advertising agencies as
 intermediaries, which may adversely affect our ability to attract and retain business.
 As we market our solutions, we may increasingly need advertising agencies to work with us in assisting businesses in
 planning and purchasing for broader marketing goals. In 2024, 30% of Retail Media's media spend and 32% of
 Performance Media's media spend was spent through advertising age ncies.
 Overall, we believe that accessing broader advertising budgets by partnering with advertising agencies represents a
 significant incremental business opportunity for us, though it also may involve significant risks.
 For example, if we have an unsuccessful engagement with an advertising agency on a particular advertising campaign,
 we risk losing the ability to work not only for the client for whom the campaign was run, but also for other clients
 represented by that agency.
 The increasing presence of advertising agencies as intermediaries between us and our clients creates a challenge to
 building our own brand awareness and maintaining an affinity with our clients (including if clients move from one
 advertising agency to another), who are the ultimate sources of our revenue. In the event we were to become more
 dependent on advertising agencies as intermediaries, this may adversely affect our ability to attract and retain business. In
 addition, an increased dependency on advertising agencies may harm our results of operations, because of the increased
 agency fees we may be required to pay and/or because of longer payment terms from agencies.
 Our future success will depend in part on our ability to expand into new industry verticals.
 As we market our offering to a wider group of consumer brands and companies outside of our historical key industry
 verticals of retail, travel and classifieds, among others, we will need to adapt our solutions and effectively market our value
 to businesses in these new industry verticals. Our successful expansion into new industry verticals will depend on various
 factors, including our ability to:
 • accumulate sufficient data sets relevant for those industry verticals to ensure that Criteo AI Engine has sufficient
 quantity and quality of information to deliver efficient and effective internet display advertisements;
 • design solutions that are attractive to businesses in such verticals;
 • work with clients in new industry verticals through the agencies that manage their advertising budgets;
 • hire personnel with relevant industry vertical experience to lead sales and product teams;
 • provide high returns, and maintain such returns at scale, on advertising spend in such industries; and
 • transparently measure the performance of such advertising spend based on clear, measurable metrics.

 If we are unable to successfully adapt our offering to appeal to businesses in industries other than our core verticals, or
 are unable to effectively market such solutions to businesses in such industries, we may not be able to achieve our growth
 or business objectives. Further, as we expand our client base and offering into new industry verticals, we may be unable
 to maintain our current client retention rates.
 Our future success will depend in part on our ability to expand into new advertising channels.
 We define an advertising channel as a specific advertisement medium to engage with a user or a consumer for which we
 currently purchase inventory through a specific source. We started delivering elements of our offering through internet
 display advertisements in desktop browsers. Since then, we have expanded into mobile in-browser and in-app, native
 display, including on social media platforms, and online video inventory.
 We may broaden the spectrum of our advertising channels further, including into Social, Connected TV and Digital Out of
 Home, if we believe that doing so would significantly increase the value we can offer to clients. However, any future
 attempts to enter new advertising channels may not be successful.
 Our success in expanding into any additional advertising channels will depend on various factors, including our ability to
 identify, adapt, innovate, market and integrate our solutions to the new advertising channels.
 Any decrease in the use of current advertising channels, whether due to clients losing confidence in the value or
 effectiveness of such channels, regulatory or technology restrictions or if we are unable to successfully adapt our solutions
 to additional advertising channels and effectively market such offerings to our existing and prospective clients, or if we are
 unable to maintain our pricing and measurement models in these additional advertising channels, may prevent us from
 achieving our growth or business objectives.
 We experience fluctuations in our results of operations due to a number of factors, which make our future results
 difficult to predict and could cause our operating results to fall below expectations or our guidance.
 Our quarterly and annual results of operations fluctuate due to a variety of factors, many of which are outside of our
 control. Fluctuations in our results of operations could cause our performance to fall below the expectations of analysts
 and investors, and adversely affect the price of our ADSs. You should not rely on our past results as an indication of our
 future performance. Factors that may affect our quarterly results of operations include:
 • the nature of our clients' products or services, including the seasonal nature of our clients' advertising spending;
 • lengthy implementation cycles of new solutions resulting in expenses incurred without any guarantee of revenue
 generation;
 • demand for our offering and the size, scope and timing of digital advertising campaigns;
 • for certain parts of our business, the lack of long-term agreements with some of our clients and publishers;
 • client and publisher retention, including concentration of any clients or publishers;
 • market acceptance of our offering and future solutions and services (i) in current and new industry verticals, (ii) in
 new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals;
 • the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry
 verticals, acquisitions and/or capital projects;
 • the timing of adding support for new digital devices, platforms and operating systems;
 • the amount of inventory purchased through direct relationships with publishers versus internet advertising
 exchanges or networks;
 • our clients' budgeting cycles;
 • changes in the competitive dynamics of our industry, including consolidation among competitors;
 • consumers' response to our clients' advertisements, to online advertising in general and to tracking technologies
 for targeted or behavioral advertising purposes;
 • our ability to control costs, including our operating expenses;
 • network outages, errors in our technology or security breaches and any associated expense and collateral effects;
 • foreign currency exchange rate fluctuations, as some of foreign transactions are denominated in local currencies;
 • failure to successfully manage or integrate any acquisitions; and
 • general economic and political conditions in our domestic and international markets, including public health crises
 (such as the outbreak of contagious disease or pandemics) and geopolitical conflicts.
 As a result, we may have a limited ability to forecast future revenue and expenses, and our results of operations may from
 time to time fall below our estimates or the expectations of public market analysts and investors.

 Risks Related to Data Privacy, Intellectual Property and Cybersecurity
 Our business involves the use, transmission and storage of personal data and confidential information, and the
 failure to properly safeguard such information could result in significant reputational harm and monetary
 damages.
 Our business involves the use, storage and transmission of confidential consumer, client and publisher information and
 personal data, including certain purchaser data, as well as proprietary software and financial, employee and operational
 information. Security breaches could expose us to unauthorized disclosure of this information, litigation and possible
 liability, as well as damage to our relationships with our clients and publisher and retailer partners. If our security
 measures are breached as a result of third-party action, employee or contractor error (including through use of generative
 AI technologies), malfeasance or otherwise and, as a result, someone obtains unauthorized access to such data, our
 reputation could be damaged, our business may suffer, and we could incur significant liability.
 Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users' data or to disrupt
 our ability to provide services. As a result of our prominence, the size of our user base, and the volume of data in our
 systems, we may be a particularly attractive target for such cyber-attacks. Any failure to prevent or mitigate security
 breaches and improper access to or disclosure of our data or user data, trade secrets and IP, or information from our
 clients and publishers and retailer partners, could result in the loss or misuse of such data, which could harm our business
 and reputation and diminish our competitive position. In addition, computer malware/ransomware, viruses, unauthorized
 access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors,
 have become more prevalent in our industry. Our products embed open source software, which could be subject to
 vulnerabilities that may make our products susceptible to cyber-attacks. We rely on cloud storage providers. There may
 be increased security exposure due to our use of cloud storage. Security incidents have occurred on our systems in the
 past, and will likely occur on our systems in the future.
 Our efforts to address undesirable activity on our platform may also increase the risk of retaliatory cyber-attacks. As a
 result, we may suffer significant legal, reputational, or financial exposure, which could adversely affect our business and
 results of operations.
 Cyber-attacks continue to constantly evolve in sophistication and volume, including with AI and machine learning, and
 inherently may be difficult to anticipate and detect for long periods of time. Techniques used by hackers to obtain
 unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a
 target. Although we have invested in and developed systems and processes that are designed to protect data, and to
 prevent or detect security breaches, such measures have not provided, and cannot be expected to provide, absolute
 security, and we may incur significant costs in protecting against and remediating cyber-attacks. In addition, the
 perpetrators of such activities often are very sophisticated, and can include foreign governments and other parties with
 significant resources at their disposal. We may also have to expend considerable resources on determining the nature
 and extent of such attacks.
 If an actual or perceived security breach occurs, the market perception of our security measures could be harmed, and we
 could lose both clients and revenue. Any significant violations of data privacy or other security breaches could result in the
 loss of business, litigation and regulatory investigations and penalties that could damage our reputation and adversely
 impact our results of operations and financial condition. Moreover, if a high-profile security breach occurs with respect to
 another provider of digital advertising solutions, our clients and potential clients may lose trust in the security of providers
 of digital advertising in general, and Display Advertising solutions in particular, which could adversely impact our ability to
 retain existing clients or attract new ones.
 Additionally, hackers may attempt to fraudulently induce employees, consumers, our clients, our publisher and retail
 partners or third-party providers into disclosing sensitive information such as user names, passwords or other information
 in order to gain access to our data, our clients' data or our publisher and retailer partners' data, which could result in
 significant legal and financial exposure and a loss of confidence in the security of our offering and, ultimately, harm to our
 future business prospects. A party who is able to compromise the security of our facilities, including our data centers or
 office facilities, or any device, such as a smartphone or laptop, connected to our systems could misappropriate our, our
 clients', our publishers and retail partners' or consumers' proprietary information, or cause interruptions or malfunctions in
 our operations or those of our clients and/or publishers and retailer partners.
 We have invested in and expended significant resources to protect against such threats and to alleviate problems caused
 by breaches in security and may have to expend additional resources for such purposes in the future.

 Our insurance policies may be inadequate or may not be available in the future on acceptable terms, or at all. In addition,
 our policies may not cover any claim against us for loss of data or other indirect or consequential damages and defending
 a suit, regardless of its merit, could be costly and divert management's attention.
 If we are unable to protect our proprietary information or other intellectual property, our business could be
 adversely affected.
 Our patents, trademarks, trade secrets, copyrights, and other IP rights are important assets. Various events outside of our
 control threaten these rights, and our products, services, and technologies.
 For example, effective IP protection may be resource intensive or may not be available in every country in which we
 operate or intend to operate. Some IP-mechanisms, such as patents, may require us to disclose otherwise confidential
 information to the public.
 Third parties may knowingly or unknowingly infringe or challenge our proprietary rights, and our pending and future
 trademark and patent applications may not be approved. Although we seek to obtain patent protection for our innovations,
 it is possible we may not be able to protect some of these innovations in a sufficient or effective manner. Moreover, we
 may not have adequate legal protection for certain innovations or geographies that later turn out to be important.
 Furthermore, despite our efforts, the protection obtained may be insufficient or an issued patent may be deemed invalid or
 unenforceable.
 Security breaches of our information systems, or those of our third-party providers or other IT resources could also result
 in the exposure of our proprietary information. Additionally, competitors may independently develop our trade secrets, and
 our protective measures may not prevent unauthorized use or reverse engineering of our trade secrets or proprietary
 information.
 To protect or enforce our IP rights, we may initiate litigation against third parties, which could be expensive, time-
 consuming and divert management's attention from other business concerns. We may not prevail in any such lawsuits,
 and the damages or other remedies awarded, if any, may not be commercially valuable. Any increase in the unauthorized
 use of our IP may adversely affect our business, financial condition and results of operations.
 Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our
 offerings, could significantly disrupt our operations and cause us to lose clients.
 Our business relies on the continued and uninterrupted performance of our software and hardware infrastructures,
 including Criteo AI Engine. We currently place close to five billion advertisements per day and each of those
 advertisements can be placed in under 100 milliseconds.
 Sustained or repeated system failures of our, or our third-party providers', software or hardware infrastructures (such as
 massive and sustained data center or cloud service provider outages), which interrupt our ability to deliver advertisements
 quickly and accurately, our ability to serve and track advertisements, our ability to process consumers' responses to those
 advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to
 clients and publisher and retail partners, reduce our revenue or otherwise negatively impact our financial situation, impair
 our reputation and subject us to significant liability.
 Additionally, if, for any reason, our arrangement with one or more data centers or cloud providers is terminated earlier than
 scheduled, we could experience difficulties and additional expense in arranging for new facilities and support, particularly
 given the current competitive nature of the data centers market at a worldwide scale, which involves high demands, low
 offers and strong pressure from providers to increase prices and diversify their client base. Any steps we take to ensure
 business continuity and increase the security, reliability and redundancy of our systems supporting the Criteo technology
 or operations may be expensive and may not be 100% successful in preventing system failures. Similarly, advancements
 in machine learning approaches, AI and other technologies may require us to upgrade or replace essential hardware
 (such as graphics processing units), which could involve substantial resources and could be difficult to implement.
 In addition, while we seek to maintain excess capacity to facilitate the rapid provision of new client deployments and the
 expansion of existing client deployments, we may need to increase and update data center hosting capacity, bandwidth,
 storage, power or other elements of our system architecture and infrastructure prompt to adapt and meet the continuous
 growth of our client base and/or our traffic.

 The expansion and improvement of our systems and infrastructure may require us to commit substantial financial,
 operational and technical resources, with no assurance that third- party providers will honor such requests or that our
 business will increase accordingly. Our existing systems may not be able to scale up in a manner satisfactory to our
 existing or prospective clients, and may not be adequately designed with the necessary reliability and redundancy of
 certain critical portions of our infrastructure to avoid performance delays or outages that could be harmful to our business.
 Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of
 a growing base of global clients and publisher and retailer partners could adversely affect the functioning and performance
 of our technology and could in turn affect our results of operations.
 Finally, our systems and the systems of our third-party providers are vulnerable to damage and increased costs from a
 variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters,
 terrorism, power outages, a variety of other possible outages affecting data centers, increases in the price of energy
 needed to power and cool data centers, a decision to close any data center or the facilities of any other third-party
 provider earlier than initially scheduled, and malicious human acts, including hacking, computer viruses, malware/
 ransomware and other security breaches. Techniques used to obtain unauthorized access or to sabotage systems change
 frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate
 some of these techniques or to implement adequate preventive measures.
 If we are unable to prevent system failures, the functioning and performance of our solutions could suffer, which in turn
 could interrupt our business and harm our results of operations.
 Our business may suffer if it is alleged or determined that our technology or another aspect of our business
 infringes the intellectual property rights of others.
 The online and mobile advertising industries are characterized by the existence of many patents, copyrights, trademarks,
 trade secrets and other IP and proprietary rights. Our success depends, in part, upon non-infringement of IP rights owned
 by others and resolving infringement or misappropriation claims without major financial expenditures or adverse
 consequences. From time to time, we may be the subject of claims that our services, solutions and underlying or
 associated technology infringe or violate the IP rights of others, particularly as we expand the scope and complexity of our
 business.
 Regardless of any merit of such claims, these claims are time-consuming and costly to evaluate and defend, and the
 outcome of any litigation is inherently uncertain. Some of our competitors have substantially greater resources than we do
 and are able to sustain the costs of complex IP litigation to a greater degree and for longer periods of time than we could.
 Such infringement claims could subject us to significant liabilities for monetary damages, interfere with or delay our
 development, commercialization or provision of our offerings on acceptable terms, harm our reputation or require
 technology or branding changes.
 In addition, we may be exposed to claims that advertising content violates the IP or other rights of third parties and
 although we may have the right of recourse, this may be difficult or costly to enforce. Such claims could be made directly
 against us or against the advertising agencies we work with, media networks and exchanges, or publishers and retailers
 from whom we purchase advertising inventory.
 Under our agreements with larger partners, including advertising agencies, media networks and exchanges, publishers
 and retailers, we may be required to indemnify such partners against claims related to advertisements we served. We
 generally require our clients to indemnify us for any damages from any such claims, but such clients may not have the
 ability to satisfy their indemnification obligations to us, and pursuing any claims for indemnification may be costly or
 unsuccessful. As a result, we may be required to satisfy our indemnification obligations to advertising agencies, media
 networks and exchanges, publishers and retailers or claims against us with our assets. This could harm our reputation,
 business, financial condition and results of operations, and could impact our relationships with partners or clients.
 Our inability to use software licensed from third parties, or our use of open source software under license terms
 that interfere with our proprietary rights, could disrupt our business.
 Our technology platform and internal systems incorporate software licensed from third parties, including open source
 software, which we use without charge. Although we monitor our use of open source software, the terms of many open
 source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and such licenses could be
 construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our technology
 offering to our clients. In the future, we could be required to seek licenses from third parties to continue offering our
 solutions, which licenses may not be available on acceptable terms, or at all.

 Alternatively, we may need to re-engineer our offerings or discontinue certain functionalities provided by our technology. In
 addition, the terms of open source software licenses may require us to provide software that we develop using such
 software to others on unfavorable terms, such as by precluding us from charging license fees or by requiring us to
 disclose our source code. Any such restriction on the use of our own software, or our inability to use open source or third-
 party software, could disrupt our business or operations, or delay our development of future offerings or enhancements of
 our existing platform, which could impair our business.
 Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSs
 The market price for the ADSs has been and may continue to be volatile or may decline regardless of our
 operating performance.
 The trading price of the ADSs has significantly fluctuated, and is likely to continue to fluctuate, substantially. The trading
 price of the ADSs depends on several factors, including those described in this "Risk Factors" section, many of which are
 beyond our control and may not be related to our operating performance. Since the ADSs were sold at our initial public
 offering in October 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $ 5.89 and as high as
 $60.95 through December 31, 2024. The market price of the ADSs has fluctuated and may fluctuate significantly in
 response to numerous factors, many of which are beyond our control, including:
 • actual or anticipated fluctuations in our revenue and other results of operations;
 • the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance;
 • investor perception of risks in our industry;
 • failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial
 estimates by any securities analysts who follow our company, or our failure to meet these estimates or the
 expectations of investors;
 • announcements by us, our competitors or large influential technology companies of significant technical
 innovations or changes, acquisitions, strategic partnerships, joint ventures or capital commitments;
 • changes in operating performance and stock market valuations of advertising technology or other technology
 companies, or those in our industry in particular;
 • investor sentiment with respect to our competitors, business partners or industry in general;
 • price and volume fluctuations in the overall stock market, including due to trends in the economy as a whole;
 • additional ADSs being sold into the market by us or the Company's insiders;
 • media coverage of our business and financial performance;
 • developments in anticipated or new legislation or new or pending lawsuits or regulatory actions;
 • other events or factors, including resulting from economic recessions, political conditions, natural disasters or
 weather events, cybersecurity incidents, pandemics, war, terrorism or other catastrophic events or responses; and
 • any other risks identified in this Form 10-K.
 In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to
 affect the market prices of equity securities of many technology companies. Stock prices of many technology companies
 have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies.
 In the past, shareholders have instituted securities class action litigation following periods of market volatility. Because of
 the past and the potential future volatility of our stock price, we may become the target of securities litigation in the future.
 If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the
 attention of management from our business and adversely affect our business.
 Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our
 results of operations, financial condition, or share price.
 We have been, and may in the future be, subject to activities initiated by activist shareholders. We may not always be
 successful in engaging constructively with one or more shareholders, and any resulting activist campaign could have an
 adverse effect on us. It is possible that responding to actions by activist shareholders could disrupt our business and
 operations, be costly or time-consuming, or divert the attention of our board of directors or senior management. In
 addition, perceived uncertainties about our future direction may result in a loss of potential business opportunities and
 harm our ability to attract and retain customers, employees and business partners. Any such actions also may cause the
 market price of our shares to experience volatility, which could be significant.

 We may need additional capital in the future to meet our financial obligations and to pursue our business
 objectives. Additional capital may not be available on favorable terms, or at all, and may contain restrictions
 which could compromise our ability to meet our financial obligations and operate and grow our business.
 We currently have a senior unsecured revolving credit facility under which we may borrow up to 407 million (or its
 equivalent in U.S. dollars) for general corporate purposes, including the funding of business combinations (the "General
 RCF").
 Maturity of this facility is in September 2027. While we anticipate that our existing cash and cash equivalents and short-
 term investments will be sufficient to fund our operations for at least the next 12 months, we intend to continue growing
 our business, including through retail media, and as such, we cannot assure that we will be able to generate sufficient
 cash flow from operations or that future borrowings will be available under our General RCF in an amount sufficient to
 fund, among other things, the capital requirements of retail media, new product development, or our future working capital
 needs. If we may need to raise additional capital to fund operations and growth in the future or to finance acquisitions and
 adequate funds are not available on acceptable terms, we may be unable to fund the expansion of our research and
 development and sales and marketing efforts, the development of new features or enhancements to our products,
 increase working capital, take advantage of acquisition or other opportunities, or adequately respond to competitive
 pressures which could seriously harm our business and results of operations.
 Furthermore, if we raise additional funds through the issuance of additional equity securities, shareholders will experience
 dilution, and the new equity securities could have rights senior to those of our ordinary shares.
 The credit agreement for the General RCF contains, and documents governing our future indebtedness may contain,
 numerous covenants that limit the discretion of management with respect to certain business matters. These covenants
 place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional
 indebtedness, pay dividends, sell certain assets or engage in mergers and acquisitions, and create liens. Our credit
 agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet
 certain financial ratios and tests. To the extent we draw on the General RCF or incur new debt, the debt holders have
 rights senior to shareholders to make claims on our assets.
 The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an
 event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the
 related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-
 acceleration or cross-default provisions.
 Our business could be negatively impacted by the activities of hedge funds or short sellers.
 There is the risk that we may be subject, from time to time, to challenges arising from the activities of hedge funds, short
 sellers or similar individuals who may not have the best interests of shareholders or the Company in mind. Reports or
 other publications prepared and disseminated by such hedge funds or short sellers may cause significant fluctuations in
 our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the
 underlying fundamentals and prospects of our business, and could cause the price of our ADSs or trading volume to
 decline. Furthermore, responding to such activities could be costly and time-consuming and may be intended to, and may
 in fact, divert the attention of our board of directors and senior management from the pursuit of our business strategies
 and adversely affect our business.
 We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return
 on your investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the
 amount of dividends we are able to distribute.
 We have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the
 foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic.
 In addition, we have used a portion of our available liquidity to repurchase our shares in the past (such repurchases being
 limited as per French law in scope (employee incentive purposes or external growth purposes only) and in amount
 (notably the Company cannot hold more than 10% of its share capital at any time)), and may continue to do so from time
 to time in the future.
 In addition, to the extent we pay any dividends or repurchase our shares followed by their cancellation in the future, under
 French law, such actions may subject us to additional taxes, which are uncertain and subject to change from time to time.

 The determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our statutory
 financial statements prepared and presented in accordance with accounting principles generally accepted in France.
 Therefore, we may be more restricted in our ability to declare dividends than companies not based in France. Please see
 the subsection entitled "French Tax Consequences" in Item 5 of Part II in this Form 10-K for further details on such taxes
 and limitations.
 Finally, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S.
 dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in
 euros, if any. These factors could harm the value of ADSs, and, in turn, the U.S. dollar proceeds that holders receive from
 the sale of ADSs.
 Because you are not likely to receive any dividends on your ADSs for the foreseeable future, the success of an investment
 in ADSs will depend upon any future appreciation in their value. Consequently, investors may need to sell all or part of
 their holdings of ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their
 investment.
 Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.
 Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could
 make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. In addition,
 provisions of our by-laws impose various procedural and other requirements, which could make it more difficult for
 shareholders to effect certain corporate actions. These provisions include, but are not limited to, the following:
 • our ordinary shares are in registered form only and we must be notified of any transfer of our shares for such
 transfer to be validly registered;
 • under French law, certain investments in any entity governed by a French law relating to certain strategic
 industries and activities (such as data processing, transmission or storage activities) by individuals or entities not
 French, not resident in France or controlled by entities not French or not resident in France are subject to prior
 authorization of the Minister of Economy (see the section entitled "Exchange Controls & Ownership by Non-
 French Residents" in Item 5 to Part II in this Form 10-K);
 • provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to
 force out the minority shareholders following a tender offer made to all shareholders are only applicable to
 companies listed on a stock exchange of the EU and will therefore not be applicable to us;
 • a merger (i.e., in a French law context, a stock-for-stock exchange in which our Company would be dissolved into
 the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our Company into
 a company incorporated outside of the EU would require the unanimous approval of our shareholders;
 • a merger of our Company into a company incorporated in the EU would require the approval of our board of
 directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or
 voting by mail at the relevant extraordinary shareholders' meeting;
 • under French law, a cash merger is treated as a share purchase and would require the consent of each
 participating shareholder; and
 • our shareholders have preferential subscription rights proportionate to their shareholding on the issuance by us of
 any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary
 general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder.
 You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.
 Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by ADSs only in accordance
 with the provisions of the deposit agreement, as amended from time to time. The deposit agreement provides that, upon
 receipt of notice of any meeting of our ordinary shareholders, the depositary will fix a record date for the determination of
 ADS holders entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so
 request, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of
 consent or proxy sent by us and (2) a statement on the manner that instructions may be given by the holders.
 You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be
 able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you
 may not know about the meeting far enough in advance to withdraw those ordinary shares.
 If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange
 to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure
 that you can instruct the depositary to vote or to withdraw your ordinary shares so that you can vote them yourself.

 If the depositary does not receive timely voting instructions from you, it may give a proxy to a person designated by us to
 vote the ordinary shares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to
 carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to
 exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not
 voted as you requested.
 Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive
 dividends in shares may be limited, which may cause dilution to your holdings.
 According to French law, if we issue additional securities for cash, current shareholders will have preferential subscription
 rights for these securities proportionally to their shareholding in our Company unless they waive those rights at an
 extraordinary meeting of our shareholders (by a two-thirds majority vote) or individually by each shareholder.
 However, our ADS holders in the U.S. will not be entitled to exercise or sell such rights unless we register the rights and
 the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is
 available. In addition, the deposit agreement provides that the depositary will not make rights available to you unless the
 distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or
 exempted from registration under the Securities Act.
 Further, if we offer holders of our ordinary shares the option to receive dividends in either cash or shares, under the
 deposit agreement the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs
 does not require registration of any securities under the Securities Act before making the option available to holders of
 ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to
 endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an
 exemption from registration under the Securities Act.
 Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and
 may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not
 distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will
 receive no value for these rights.
 You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary
 shares.
 Your ADSs, which may be evidenced by American Depositary Receipts, are transferable on the books of the depositary.
 However, the depositary may close its books at any time or from time to time when it deems expedient in connection with
 the performance of its duties.
 The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of
 the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement
 of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason
 subject to your right to cancel your ADSs and withdraw the underlying ordinary shares.
 Temporary delays in the cancellation of your ADSs and your withdrawal of the underlying ordinary shares may arise
 because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares
 is blocked to permit voting at a shareholders' meeting or we are paying a dividend on our ordinary shares.
 In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money
 for fees, taxes and similar charges and when it is necessary to prohibit withdrawals to comply with any laws or
 governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
 U.S. investors may have difficulty enforcing civil liabilities against our Company, directors and senior
 management.
 Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of
 the U.S., and all or a substantial portion of our assets and the assets of such persons are located outside the U.S. As a
 result, it may not be possible to serve process on such persons or us in the U.S. or to enforce judgments obtained in U.S.
 courts against them or us based on civil liability provisions of the securities laws of the U.S. Additionally, it may be difficult
 to assert U.S. securities law claims in actions originally instituted outside of the U.S.

 Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate
 forums in which to bring such a claim. Even if a foreign court agrees to hear a U.S. securities law claim, it may determine
 that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim.
 Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a
 time-consuming and costly process, and procedural rules would still be governed by the law of the jurisdiction in which the
 foreign court resides. In particular, there is some doubt as to whether French courts would recognize and enforce certain
 civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability
 provisions. In addition, damages exceeding the actual damages in actions brought in the U.S. or elsewhere, such as
 punitive damages, may be unenforceable in France.
 The enforceability of any judgment in France will depend on the particular facts of the case as well as the laws and
 treaties in effect at the time. The U.S. and France do not currently have a treaty providing for recognition and enforcement
 of judgments (other than arbitration awards) in civil and commercial matters; therefore, the recognition and enforcement of
 any such judgment would be subject to French procedural law and may not be granted.
 The rights of shareholders in companies subject to French corporate law differ in material respects from the
 rights of shareholders of corporations incorporated in the U.S.
 We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws
 governing companies incorporated in France. The rights of shareholders and the responsibilities of our board of directors
 are in many ways different from the rights and obligations of shareholders in companies governed by U.S. laws.
 For example, in the performance of its duties, our board of directors is required by French law to consider the interests of
 our Company while taking into consideration its social and environmental challenges, its shareholders, its employees and
 other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have
 interests that are different from, or in addition to, your interests as a shareholder.
 General Risk Factors
 In periods of macroeconomic and geopolitical uncertainty, businesses may delay or reduce their spending on
 advertising, which may expose us to the credit risk of some of our clients and adversely affect our business,
 financial condition, results of operations and/or cash flows.
 Our business depends in part on worldwide economic conditions and on the overall demand for advertising and the
 economic health of advertisers that benefit from our platform. Global economies, including the U.S. and Europe, are being
 impacted by adverse economic conditions, including inflation, fluctuating interest rates, recessions, volatility in credit,
 equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy.
 These conditions coupled with geopolitical instability, such as the current conflicts in the Middle East and Ukraine, make it
 difficult for our clients and us to accurately forecast and plan future business activities, and may result in businesses
 reducing or delaying advertising spending in general and on a solution such as ours.
 Additionally, we are exposed to credit risks due to our financing activities and our evolving client portfolio involving varied
 payment terms, which could result in further exposure if our clients are adversely affected by any such macroeconomic
 uncertainty. The timing of receipt of payment from our clients may impact our cash flows and working capital.
 If any such macroeconomic conditions remain uncertain, persist, spread or deteriorate further, this could continue to
 significantly impact, our operating results, financial condition and cash flows.
 Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our
 results of operations.
 As a French technology company, we have benefited from certain tax advantages, linked to IP or research and
 developments. The French tax authority may audit these tax incentives and challenge all or part of their benefits. In such a
 case, we could be liable for additional corporate tax, and penalties and interest related thereto, which could have an
 impact on our results of operations and future cash flows. Furthermore, the tax laws may change, and could remove these
 incentives in the future or reduce their benefits.

 We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes
 or laws, or revised interpretations thereof, that may negatively affect our results of operations.
 As a multinational organization operating in multiple jurisdictions, we are subject to taxation in several jurisdictions around
 the world with increasingly complex foreign trade regulations, policies and tax laws, the application of which can be
 uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the
 applicable tax principles and policies, including potential new tariffs or withholding taxes, increased tax rates, the OECD-
 led reforms, potential retaliatory measures by affected jurisdictions, new tax laws or revised interpretations of existing tax
 laws and precedents, which could have a material adverse effect on our liquidity and results of operations.
 If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial
 results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.
 As a public company, we are required to maintain internal controls over financial reporting ("ICFR") and to report any
 material weaknesses in such internal control. In addition, we are required to submit a report by management to the Audit
 Committee and external auditors on the effectiveness of our ICFR pursuant to Section 404 of the Sarbanes-Oxley Act
 ("SOX") and our independent registered public accounting firm is required to attest to the effectiveness of our ICFR. If we
 identify material weaknesses in our ICFR, if we are unable to comply with the requirements of Section 404 of SOX in a
 timely manner or assert that our ICFR are effective, or if our independent registered public accounting firm is unable to
 express an opinion as to the effectiveness of our ICFR when required, investors may lose confidence in the accuracy and
 completeness of our financial reports and the market price of ADSs may be adversely impacted, and we could become
 subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities,
 which could require additional financial and management resources.
 U.S. Holders of our ADSs may suffer adverse tax consequences if we are treated as a "passive foreign
 investment company" for U.S. federal income tax purposes.
 A non-U.S. corporation will be considered a "passive foreign investment company", or PFIC, for U.S. federal income tax
 purposes, for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least
 50% of the value of its assets (based on an average of the quarterly values of the assets during such year) is attributable
 to assets that produce or are held for the production of passive income. Passive income includes, among other things,
 dividends, interest, certain non-active rents and royalties, net gains from the sale or exchange of property producing such
 income and net foreign (non-U.S.) currency gains.
 For this purpose, cash and assets readily convertible into cash are generally categorized as passive assets, subject to a
 limited exception under proposed regulations in respect of working capital held in a non-interest bearing financial account
 for the present needs of an active trade or business to cover operating expenses reasonably expected to be paid within 90
 days. Goodwill and other un-booked intangibles are taken into account and being characterized as either active or
 passive, as appropriate; for example, our goodwill associated with active business activity is taken into account as a non-
 passive asset.
 As the value of our assets for purposes of the above-mentioned PFIC asset test will generally be determined by reference
 to the market value of our ADSs, the determination of whether we will be or become a PFIC will depend in large part upon
 the market value of our ADSs, which we cannot control.
 Accordingly, fluctuations in the market price of our ADSs may cause us to become a PFIC for the current taxable year or
 future taxable years. The determination of whether we will be or become a PFIC will also depend, in part, upon the nature
 of our income and the valuation of our assets, including goodwill, which are subject to change from year to year.
 Moreover, as we have valued our goodwill based on the market value of our ADSs, a decrease in the price of ADSs may
 also result in becoming a PFIC. The composition of our income and assets may also be affected by how, and how quickly,
 we use our liquid assets.
 For purposes of the above-mentioned PFIC tests, we will be treated as if we held our proportionate share of the assets
 and received directly our proportionate share of the income of any other corporation in which we directly or indirectly own
 at least 25% (by value) of the shares of such corporation.
 Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for
 the taxable year ended December 31, 2024, and we do not anticipate becoming a PFIC in the current taxable year or the
 foreseeable future.

 4 A U.S. Holder is (1) a legal and/or a beneficial owner of our ADSs and (2) a U.S. person for U.S. federal income tax purposes, specifically: (i) an
 individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity treated as an
 association taxable as a corporation for U.S. federal income tax purposes, that is created in, or organized under the law of the United States, any state
 thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its
 source or whether or not the income is effectively connected with the conduct of a U.S. trade or business; (iv) a trust, the administration of which is
 subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of
 the trust; or (v) a person that has otherwise validly elected to be treated as a U.S. person under the U.S. Internal Revenue Code of 1986 (as amended).

 The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis
 applying principles and methodologies that are in some circumstances unclear. Since a separate factual determination as
 to whether we are or have become a PFIC must be made each year (after the close of such year), we cannot assure that
 we will not be or become a PFIC in the current year or any future taxable year.
 If we were to be classified as a PFIC for any taxable year during which a U.S. Holder 4 holds our ADSs, we would continue
 to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the U.S. Holder makes certain
 elections, for future years even if we cease to be a PFIC. The U.S. Holder may be subject to adverse tax consequences,
 including (1) the treatment of all or a portion of any gain on disposition of our ADSs as ordinary income (and therefore
 ineligible for the preferential rates that apply to capital gains with respect to non-corporate U.S. persons), (2) the
 application of an interest charge with respect to such gain and on the receipt of certain dividends on our ADSs and (3)
 required compliance with certain reporting requirements. Each U.S. Holder is strongly urged to consult its tax advisor
 regarding the application of these rules and the availability of any potential elections. For further information regarding the
 U.S. federal income tax considerations relevant to our potential status as a PFIC, please see the section entitled "U.S.
 Federal Income Tax Considerations for U.S. Holders-PFIC Rules" in this Form 10-K.
 If a U.S. Holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S.
 federal income tax consequences.
 If a U.S. Holder is treated as owning (directly, indirectly, or constructively through attribution) at least 10% of the total value
 of our stock or at least 10% of the total combined voting power of all classes of our stock entitled to vote, such person may
 be treated as a "United States shareholder" ("U.S. Shareholder") with respect to each "controlled foreign
 corporation" ("CFC") in our group (if any). A non-U.S. entity treated as a corporation for U.S. tax purposes will constitute a
 CFC if one or more such U.S. Shareholders (generally defined as U.S. persons that-directly, indirectly, or constructively
 through attribution-own at least 10% of the vote or value of the entity) own in the aggregate more than 50% of the entity's
 total vote or value.
 If we are classified as both a CFC and a PFIC (as defined above), we generally will not be treated as a PFIC with respect
 to those U.S. Holders that are U.S. Shareholders during the period in which we are a CFC.
 We do not believe we are currently a CFC. However, no assurances can be given that we are not a CFC or that we will
 not become a CFC in the future. Because our group includes one or more U.S. corporations, certain of our non-U.S.
 corporate subsidiaries could be treated as CFCs (regardless of whether or not we are treated as a CFC). A U.S.
 Shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of
 "Subpart F income," "global intangible low-taxed income," and investments of earnings in U.S. property by CFCs,
 regardless of whether we make any distributions to our shareholders. Subpart F income generally includes dividends,
 interest, certain non-active rents and royalties, gains from the sale of securities and income from certain transactions with
 related parties, and "global intangible low-taxed income" generally consists of net income of the CFC, other than Subpart
 F income and certain other types of income, in excess of certain thresholds. In addition, a U.S. shareholder that realizes
 gain from the sale or exchange of shares in a CFC may be required to classify a portion of such gain as dividend income
 rather than capital gain.
 Failure to comply with such reporting requirements could result in adverse tax effects for U.S. Shareholders and
 potentially significant monetary penalties. An individual that is a U.S. Shareholder with respect to a CFC generally would
 not be allowed certain tax deductions or foreign tax credits that would be allowed to a U.S. Shareholder that is a U.S.
 corporation.
 The determinations of CFC status and U.S. Shareholder status are complex and includes attribution rules, the application
 of which are not entirely certain. We cannot provide any assurances that we will assist investors in determining whether
 any of our non-U.S. subsidiaries is treated as a CFC or whether any investor is a U.S. Shareholder, or that we will furnish
 to any U.S. Shareholders information that may be necessary to comply with the aforementioned obligations. A U.S. Holder
 should consult its advisors regarding the potential application of these rules to an investment in our ADSs.

 Item 1B. Unresolved Staff Comments
 We do not have any unresolved comments from the SEC staff.

 Item 1C. Cybersecurity
 Overview
 Criteo recognizes the critical importance of maintaining the safety and security of our systems and data and has a holistic
 process for overseeing and managing cybersecurity and related risks. Our security program is led by our Chief Information
 Security Officer ("CISO"), who reports directly to our Chief Technology Officer ("CTO"), who is responsible for managing
 cybersecurity risks as well as protecting our products, networks and systems. Our CISO has extensive information
 technology and program management experience and has served many years in our corporate information security
 organization. Our CISO manages our security organization, which is composed of dedicated teams of experts in security
 engineering, incident response, compliance, and software development.
 Governance
 Our Board of Directors is primarily responsible for the oversight of our risk management activities and has delegated to
 the Audit Committee the responsibility to assist in this task.

 The Audit Committee regularly reviews and discusses with management and, as appropriate, the Company's auditors, the
 Company's guidelines and policies with respect to risk assessment and risk management, including the Company's data
 privacy and cybersecurity risk exposures and the steps taken to monitor and manage those exposures.
 The CISO helps maintain a comprehensive security program that serves as a governance framework for information
 security at Criteo, supports the business goals of the company and details, across problem spaces and security core
 functions, the various initiatives, their scope, the associated risks and weaknesses, the roadmap and the current progress.
 Criteo assesses and manages its cybersecurity risks in part through an executive committee referred to as t he
 Governance Risk and Compliance Committee (the "GRCC"). The GRCC is composed of the CISO and certain members
 of our executive and leadership teams, and meets several times a year to discuss strategic information security matters
 including the security program, major risks and incidents and significant key performance indicators ("KPIs").
 As a member of the GRCC, the CISO briefs the Audit Committee on the information security program, major risks and any
 cybersecurity incidents, typically at least annually. Additionally, cybersecurity risks are reported to the Board of Directors,
 at least annually, as part of Criteo's enterprise risk mapping ("ERM") program.
 Quality Control of Security
 To help ensure that our security program functions in line with industry expectations, Criteo invests in identifying and
 remediating gaps in our security posture. To accomplish this, we use a mix of our internal expertise and external third-
 party expertise, as needed, to audit ourselves against industry standards, such as the National Institute of Standards and
 Technology ("NIST") Cybersecurity Framework, International Organization for Standardization 27001 Information Security
 Management System Requirements ("ISO 27001") and the American Institute of Certified Public Accountants' Service
 Organization Control Type 2 ("AICPA SOC 2"). Various parts of our business maintain independently assessed security
 certifications, and we also run certification programs to expand the scope of our existing security certifications.
 Risk Management
 Our security team has several touch points within the business in order to adequately address and mitigate risks. For
 instance, the team provides mandatory cybersecurity awareness training for all employees and a recurring phishing
 campaign. Our technical security teams use a combination of threat intelligence tools, defensive tools and proactive
 testing to detect vulnerabilities and respond. Our technical security teams also invest in building new tools and integrating
 solutions to improve our security posture on an ongoing basis.

 Our security compliance teams perform third-party risk assessments, respond to client inquiries about security, help the
 business to manage our security controls, and translate our external requirements into policies, standards, and actions for
 the rest of our business. Various parts of our team also participate in risks assessments during project kick-offs.
 With regards to third-party risk assessments, our process involves assessing how third parties interact and connect with
 our information systems and our data, assessing the security of the third-party (including through questionnaires), and
 obtaining independent proofs of security (including via security certification and/or penetration tests) depending on the
 associated level of risk, as evaluated by our team. Our procurement teams also run checks to ensure vendors are not
 sanctioned or otherwise identified as potentially corrupt.
 The process of assessing, identifying and managing cybersecurity related risks is integrated into our overall ERM via a
 dedicated Information Security Risk Management program that is focused on cybersecurity risk and run by our security
 compliance team. Risks that are identified through our security processes go through a process of analysis, prioritization,
 treatment and monitoring. During the lifecycle of cybersecurity specific risks, risk owners, working alongside the security
 compliance team, are assigned to develop risk mitigation plans, which are followed by the team until a risk is sufficiently
 mitigated or resolved, at which point such risk reaches a monitoring state. Cybersecurity risks are aggregated into
 strategic business risks and incorporated into the ERM program.
 Cybersecurity Incidents
 While we have experienced cybersecurity incidents in the past, there have been none to date which have materially
 affected, or are reasonably likely to materially affect, the Company, our financial position, results of operations and/or cash
 flows. We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and
 processes, which are designed to help protect our systems and infrastructure, and the information they contain.
 For more information regarding the risks we face from cybersecurity threats, please see "Item 1A. Risk Factors – Risks
 Related to Data Privacy, Intellectual Property and Cybersecurity."

 Item 2. Properties
 Our headquarters are located in Paris, France, in an approximately 9,216 square meter facility, under a lease agreement
 expiring in March 2031. In addition, we had 23 offices in 16 countries as of December 31, 2024. We currently lease space
 in data centers from third-party hosting providers to operate our servers located in the U.S. (Texas, Virginia), France, the
 Netherlands, Singapore and Japan. The properties are used by each of our segments. We believe that our facilities are
 adequate for our current needs.

 Item 3. Legal Proceedings
 For a discussion of our legal proceedings, refer to Note 20 Commitments and contingencies.

 Item 4. Mine Safety Disclosures
 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
 Equity Securities
 Market Information
 Our ADSs have been listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol "CRTO" since October 30,
 2013. Prior to that date, there was no public trading market for ADSs or our ordinary shares.
 Holders
 As of January 31, 2025, there we r e 32 holders of record of our ordinary shares and 223 p articipants in DTC that held our
 ADSs. The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by
 brokers and other nominees. This number of holders of record and DTC participants also does not include holders whose
 shares may be held in trust by other entities.
 ADS Performance Graph
 The following graph matches ou r cumulative five-year total shareholder return on our ADSs with the cumulative total
 returns of the Russell 2000 Index and the Nasdaq Internet Index. The graph tracks the performance of a $100 investment
 in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024.
 The returns shown are based on historical results and are not intended to suggest future performance.

 The foregoing performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the
 SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the
 Exchange Act, except to the extent we specifically incorporate it by reference into such filing.

 Dividends
 We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends
 on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund
 our growth.
 Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained
 earnings. Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as
 provided in the deposit agreement. In addition, under the General RCF, we may not declare, make or pay dividends if our
 net debt to Adjusted EBITDA leverage ratio exceeds 2.0x.
 Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 We extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an
 increased amount of up to $630 million in February 2024. During 2024, we spent $225 million on ADS repurchases. The
 following table provides certain information with respect to our purchases of our ADSs during the fourth 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)

 October 1 to 31, 2024

 276,938

 $ 40.14

 276,938

 $ 100,188,265

 November 1 to 30, 2024

 760,946

 $ 38.93

 760,946

 $ 70,556,272

 December 1 to 31, 2024

 641,546

 $ 41.07

 641,546

 $ 44,204,075

 Total

 1,679,430

 1,679,430

 —

 (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.
 Recent Sales of Unregistered Securities and Use of Proceeds
 There were no unregistered sales of equity securities during 2024.
 Exchange Controls & Ownership by Non-French Residents
 Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that
 we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however,
 require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments,
 be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are
 accredited intermediaries.
 Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French
 residents or non-French shareholders to own and vote shares. However, (a) any non-French citizen, (b) any French
 citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned
 persons or entities may have to file a declaration for statistical purposes with the Bank of France ( Banque de France)
 within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.

 In particular, such filings are required in connection with investments exceeding 15,000,000 that lead to the acquisition of
 at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold. Violation of
 this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the
 relevant investment. This amount may be increased fivefold if the violation is made by a legal entity.
 Further, any investment (i) by (a) an non-French citizen, (b) any French citizen not residing in France, (c) any non-French
 entity or (d) any French entity controlled by one of the aforementioned persons or entities, (ii) that will result in the relevant
 investor (a) acquiring control of any entity registered in France, (b) acquiring all or part of a business line of an entity
 registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25%
 threshold of voting rights in an entity registered in France, and (iii) made in certain strategic industries, including activities
 likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices,
 data storage and IT systems) and research and development related to critical technologies (such as artificial intelligence
 and cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be
 conditioned on certain undertakings. For the purposes of (ii)(a) in the preceding sentence, ownership of at least 40% of
 our share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a
 controlling interest in certain circumstances depending upon factors such as the acquirer's intention, the acquirer's ability
 to elect directors, and financial reliance by the company on the acquirer.
 If an investment requiring the prior authorization of the French Minister of Economy is completed without such
 authorization having been granted, the French Minister of Economy, at its discretion, might direct the relevant investor to
 nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii)
 amend the investment. The relevant investor further may be found criminally liable and may be sanctioned with a fine not
 to exceed the greater of the following amounts: (i) twice the amount of the relevant investment, (ii) 10% of the annual
 turnover before tax of the target company or (iii) 5 million (for a company) or 1 million (for a natural person).
 French Tax Consequences
 The following describes the material French income tax consequences to U.S. Holders (as defined below) of purchasing,
 owning and disposing of the ADSs and ordinary shares, or the Securities as in force on the date of this Form 10-K.
 This discussion does not purport to be a complete analysis or listing of all potential tax effects of the acquisition,
 ownership or disposition of our securities to any particular investor, and does not discuss tax considerations that arise
 from rules of general application or that are generally assumed to be known by investors. All of the following is subject to
 change. Such changes could apply retroactively and could affect the consequences described below.
 For the purposes of this discussion, the term "U.S. Holder" means a beneficial owner of securities that is (1) an individual
 who is not a French tax resident under French domestic rules / applicable double tax treaty provisions and who is a U.S.
 citizen or resident for U.S. federal income tax purposes, or (2) a U.S. domestic corporation or certain other entities created
 or organized in or under the laws of the U.S. or any state thereof, including the District of Columbia, or (3) otherwise
 subject to U.S. federal income taxation on a net income basis in respect of securities.
 If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds securities, the tax
 treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If a U.S.
 Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the
 specific tax consequences of acquiring, owning and disposing of securities.
 This discussion applies only to investors that hold our securities as capital assets that have the U.S. dollar as their
 functional currency, that are entitled to treaty benefits under the "Limitation on Benefits" provision contained in the tax
 treaty between the Government of the U.S. and the Government of the French Republic for the Avoidance of Double
 Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as
 amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the
 securities is not effectively connected to a permanent establishment or a fixed base in France.

 Certain U.S. Holders (including, but not limited to, U.S. expatriates, partnerships or other entities classified as partnerships
 for U.S. federal income tax purposes, banks, insurance companies, regulated investment companies, tax-exempt
 organizations, financial institutions, persons subject to the alternative minimum tax, persons who acquired the securities
 pursuant to the exercise of employee share options or otherwise as compensation, persons that own (directly, indirectly or
 by attribution) 5% or more of our voting stock or 5% or more of our outstanding share capital, dealers in securities or
 currencies, persons that elect to mark their securities to market for U.S. federal income tax purposes and persons holding
 securities as a position in a synthetic security, straddle or conversion transaction) may be subject to special rules not
 discussed below.
 U.S. Holders are urged to consult their own tax advisers regarding the tax consequences of the purchase, ownership and
 disposition of securities in light of their particular circumstances, especially with regard to the "Limitations on Benefits"
 provision.
 Furthermore, specific rules apply in France with respect to French assets that are held by or in foreign trusts. These rules,
 among other things, provide for the inclusion of trust assets in the settlor's net assets for purpose of applying the French
 real estate wealth tax, for the application of French gift and inheritance tax to French assets held in trust, for a specific tax
 on capital on the French assets of foreign trusts not already subject to the French real estate wealth tax and for a number
 of French tax reporting and disclosure obligations. The following discussion does not address the French tax
 consequences applicable to securities held in trusts.
 If securities are held in trust, the settlor, trustee and beneficiary are urged to consult their own tax adviser regarding the
 specific tax consequences of acquiring, owning and disposing of securities.
 Purchasing Consequences
 Financial Transactions Tax
 Pursuant to Article 235 ter ZD of the French Tax Code ("FTC"), purchases of shares or ADSs of a French company listed
 on a regulated market of the European Union or an exchange formally acknowledged by the French Financial Market
 Authority ("AMF") are subject to a 0.3% French tax on financial transactions provided that the issuer's market
 capitalization exceeds 1 billion as of December 1 of the year preceding the taxation year. The above mentioned rate will
 increase to 0.4% upon enactment of the French finance law for 2025.
 A list of companies whose market capitalization exceeds 1 billion as of December 1 of the year preceding the taxation
 year within the meaning of Article 235 ter ZD of the FTC is published annually by the French tax authorities. Pursuant to
 Regulations BOI ANNX 000467 20241223 issued on December 23, 2024, Criteo is currently not included in such list.
 Please note that such list may be updated from time to time, or may not be published anymore in the future. Moreover,
 Nasdaq, on which Criteo's ADSs are listed for trading, is not currently acknowledged by the AMF but this may change in
 the future. Consequently, Criteo's securities should not fall within the scope of the tax on financial transactions described
 above and purchasers of Criteo's securities in 2024 should not be subject to the tax on financial transactions.
 Registration Duties
 In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated
 market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration
 duties at the rate of 0.1%.

 Ownership Consequences
 Taxation of Dividends
 Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a
 rate of 25% for corporations or 12.8% for individuals. Dividends paid by a French corporation in a non-cooperative State
 or territory, as set out in the list referred to in Article 238-0 A of the FTC, will generally be subject to French withholding tax
 at a rate of 75%, except to the extent this French corporation can prove that the main purpose and effect of the distribution
 is not transfer such dividend income in a non-cooperative State or territory with a view to avoiding taxes. However, eligible
 U.S. Holders entitled to Treaty benefits under the "Limitation on Benefits" provision contained in the Treaty who are U.S.
 tax residents, as defined pursuant to the provisions of the Treaty may be subject to the withholding tax at a reduced rate
 (as described below).
 Under the Treaty, the rate of French withholding tax on dividends paid to an eligible U.S. Holder who is a U.S. tax resident
 as defined pursuant to the provisions of the Treaty, who is the ultimate owner of the distributed dividends, and whose
 ownership of the ordinary shares or ADSs is not effectively connected with a permanent establishment or fixed base that
 such U.S. Holder has in France, is generally reduced to 15%, or to 5% if such U.S. Holder is a corporation and owns
 directly or indirectly at least 10% of the share capital of the issuer, subject to certain procedural requirements discussed
 below.
 For U.S. Holders that are not individuals but are U.S. residents, as defined pursuant to the provisions of the Treaty, the
 requirements for eligibility for Treaty benefits, including the reduced 15% or 5% withholding tax rates contained in the
 "Limitation on Benefits" provision of the Treaty, are complicated, and certain technical changes were made to these
 requirements by the protocol of January 13, 2009. U.S. Holders are advised to consult their own tax advisers regarding
 their eligibility for Treaty benefits in light of their own particular circumstances.
 Dividends paid to an eligible U.S. Holder may immediately be subject to the reduced rates of 15% or 5% provided that
 such holder establishes before the date of payment that it is a U.S. resident under the Treaty by completing and providing
 the depositary with the applicable treaty forms (Form 5000 and Form 5001).
 Dividends paid to a U.S. Holder that has not filed the Form 5000 before the dividend payment date will be subject to
 French withholding tax at the rate of 12.8% for individuals, 25% for corporations in 2024, or 75% if paid in a non-
 cooperative State or territory (as defined in Article 238-0 A of the FTC). Such U.S. Holder may claim a refund from the
 French tax authorities of the amount withheld in excess of the Treaty rates of 15% or 5%, if any, provided that such holder
 duly completes and provides the French tax authorities with the treaty forms (Form 5000 and Form 5001) before
 December 31 of the second calendar year following the year during which the dividend is paid. Certain qualifying pension
 funds and certain other tax-exempt entities are subject to the same general filing requirements as other U.S. Holders
 except that they may have to supply additional documentation evidencing their entitlement to these benefits.
 Form 5000 and Form 5001, together with instructions, will be provided by the depositary to all U.S. Holders registered with
 the depositary. The depositary will arrange for the filing with the French Tax authorities of all such forms properly
 completed and executed by U.S. Holders of ordinary shares or ADSs and returned to the depositary in sufficient time so
 that they may be filed with the French tax authorities before the distribution in order to obtain immediately a reduced
 withholding tax rate.
 The withholding tax refund, if any, will not occur before January 15 of the year following the calendar year in which the
 related dividend was paid.
 Subject to certain conditions, corporations can obtain a full refund of the withholding tax if they are in loss-making position.
 In such case, the taxation is deferred and will occur if and when profits are made.
 Because the withholding tax rate applicable under French domestic law to U.S. holders who are individuals does not
 exceed the cap provided in the Treaty ( i.e. 15%), the domestic 12.8% withholding tax rate will generally apply to dividends
 paid to those U.S. holders, as opposed to the rate provided under the Treaty.

 Wealth Tax
 Since January 1, 2018, French wealth tax ( imp t de solidarit sur la fortune) has been replaced by the real estate wealth
 tax ( imp t sur la fortune immobili re) which applies to French tax residents on their worldwide real estate assets and non-
 French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal
 entities, and whose net taxable assets amount to at least 1,300,000 euros on January 1 st. Generally, real estate assets
 allocated to an operational activity are excluded from the scope of the real estate wealth tax, depending on the structuring.
 Shares of an operating company holding French real estate assets in which the relevant individual holds, directly and
 indirectly, less than 10% of the share capital or voting rights, are also exempt from real estate wealth tax.
 The Treaty does not prevent the application of French real estate wealth tax to a U.S. Holder who would be a U.S. tax
 resident. However, based on the above domestic provisions and considering that Criteo S.A. is an operating company, the
 owning of ADSs or ordinary shares should not be subject to real estate wealth tax.
 Disposition
 Taxation on sale or other disposition
 Generally, under French tax law, a foreign shareholder who is not a French tax resident for French tax purposes is not
 subject to French tax on any capital gain from the sale, exchange, repurchase or redemption of ordinary shares or ADSs,
 provided that this shareholder has not held more than 25% of our dividend rights, at any time during the preceding five
 years, either directly or indirectly, and, as relates to individuals, alone or with relatives (as an exception, a non-resident
 shareholder established, domiciled or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of
 the FTC should be subject to a 75% withholding tax in France on any such capital gain, regardless of the fraction of the
 dividend rights it holds).
 However, based on the Treaty, a U.S. Holder who is a U.S. tax resident for purposes of the Treaty, has no permanent
 establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits will only be
 subject to French tax on capital gain resulting from the sale of shares, units or rights in a company at least 50% of the
 assets of which consist of real estate located in France, or derives at least 50% of its value, directly or indirectly, from real
 estate located in France. Criteo S.A. is not expected to meet this standard. Pursuant to these provisions, capital gain
 resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France for this
 shareholder. U.S. Holders who own ordinary shares or ADSs through U.S. partnerships that are not residents for Treaty
 purposes are advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty
 benefits in light of their own particular circumstances.
 A U.S. Holder who owns ordinary shares or ADSs through U.S. partnerships that are not residents for Treaty purposes are
 advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty benefits in light
 of their own particular circumstances.
 A U.S. Holder that is not a U.S. resident for Treaty purposes or is not entitled to Treaty benefits (and in both cases is not
 resident, established or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC) and
 has held more than 25% of Criteo's dividend rights at any time during the preceding five years, either directly or indirectly,
 and, as relates to individuals, alone or with relatives will be subject to a levy in France at the rate of (i) 25% if such U.S.
 Holder is a corporate body or a legal entity, or (ii) 12.8% if such U.S. Holder is an individual.
 Special rules apply to U.S. Holders who are residents of more than one country.
 Gift and Inheritance Tax
 Generally, under French tax law, the following assets are subject to gift and inheritance tax:
 • all movable or immovable property located in France or outside France when the donor or the deceased had his
 or her tax residence in France within the meaning of Article 4 B of the FTC;
 • movable or immovable property located in France (including French real estate assets held indirectly), when the
 donor or the deceased is not domiciled for tax purposes in France;

 • movable and immovable property located in France or outside France received from a donor or deceased
 domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the
 meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years
 preceding the year in which he or she receives the property.
 However, under the Convention between the Government of the U.S. and the Government of the French Republic for the
 Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and
 Gifts, dated November 24, 1978 (as amended by the protocol of December 8, 2004 and as amended on January 13,
 2019), if the U.S. Holder is domiciled in the U.S. and is a U.S. tax resident for purposes of the Treaty, has no permanent
 establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits, only French real
 estate assets and shares, units or other interests in a company or legal entity whose assets consist, directly or through
 one or more other companies or legal entities, of at least 50% of real property located in France or of rights relating to
 such property can be subject to gift and inheritance tax.
 U.S. Federal Income Tax Considerations for U.S. Holders
 The following section is a summary of the U.S. federal income tax considerations generally applicable to U.S. Holders, as
 defined below, of owning and disposing of ADSs or ordinary shares.
 This section applies only to a U.S. Holder that holds ADSs or ordinary shares as capital assets (generally, property held
 for investment) for U.S. federal income tax purposes. This section does not address the U.S. federal estate, gift or other
 non-income tax considerations or any state, local or non-U.S. tax considerations relating to the ownership or disposition of
 ADSs or ordinary shares. In addition, it does not set forth all of the U.S. federal income tax considerations that may be
 relevant in light of the U.S. Holder's particular circumstances, including alternative minimum tax consequences, the
 potential application of the provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), known as the
 Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:
 • certain banks and other financial institutions;
 • dealers in securities or currencies;
 • traders that elect to use a mark-to-market method of accounting;
 • persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion
 transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or
 ordinary shares;
 • persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
 • entities or arrangements classified as partnerships for U.S. federal income tax purposes;
 • insurance companies;
 • pension plans;
 • cooperatives;
 • regulated investment companies;
 • real estate investment trusts;
 • tax-exempt entities, including private foundations and "individual retirement accounts" or "Roth IRAs";
 • certain former U.S. citizens or long-term residents;
 • persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as
 compensation;

 • persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to
 the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code;
 • persons that directly, indirectly or constructively own 10% or more of our shares (by vote or value); or
 • persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the U.S.
 If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds ADSs or ordinary
 shares, the U.S. federal income tax treatment of a partner will depend on the status of the partner and the activities of the
 partnership. Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax
 advisers as to the particular U.S. federal income tax consequences of owning and disposing of the ADSs or ordinary
 shares.
 Each U.S. Holder should consult its tax advisor as to the U.S. federal, state, local and non-U.S. tax considerations
 relevant to it with respect to the ownership and disposition of our ADSs or ordinary shares in light of its particular
 circumstances.
 This section is based on the Code, administrative pronouncements, judicial decisions, final Treasury regulations, and the
 income tax treaty between France and the U.S. (the "Treaty"), all as of the date hereof, any of which is subject to change
 or differing interpretations, possibly with retroactive effect.
 A "U.S. Holder" is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ADSs or ordinary shares
 and who is:
 • a citizen or individual resident of the U.S.;
 • a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, created or
 organized in or under the laws of the U.S., any state thereof or the District of Columbia;
 • an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its
 source; or
 • a trust if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one
 or more U.S. persons has or have the authority to control all of the trust's substantial decisions, or the trust has
 validly elected to be treated as a domestic trust for U.S. federal income tax purposes.
 In general, it is expected that a U.S. Holder who owns ADSs will be treated as the owner of the underlying shares
 represented by those ADSs for U.S. federal income tax purposes. The remainder of this discussion assumes that a U.S.
 Holder of our ADSs will be treated in this manner. Accordingly, no gain or loss will be recognized if a U.S. Holder
 exchanges ADSs for the underlying shares represented by those ADSs.
 U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of
 owning and disposing of ADSs or ordinary shares in their particular circumstances.
 Taxation of Distributions
 We do not currently expect to make distributions on our ADSs or ordinary shares. If we are not and have not been a PFIC
 (as discussed below in the section entitled "PFIC Rules"), in the event that we do make distributions of cash or other
 property, the following rules would apply. The gross amount of any distributions paid on ADSs or ordinary shares, other
 than certain pro rata distributions of ADSs or ordinary shares, will be treated as dividends to the extent paid out of our
 current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent such
 amount is treated as a dividend, it will generally be includible in the gross income of a U.S. Holder as dividend income on
 the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary, in the
 case of ADSs.
 If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute
 a return of capital to the extent of the U.S. Holder's tax basis in its ADSs or ordinary shares and will result in a reduction
 thereof.

 To the extent such excess exceeds a U.S. Holder's tax basis in the ADSs or ordinary shares, such excess will generally
 be subject to tax as capital gain. Because we do not intend to determine our earnings and profits in accordance with U.S.
 federal income tax principles, the full amount of any distribution we pay is generally expected to be treated as a dividend
 for U.S. federal income tax purposes. Dividends received on our ADSs or ordinary shares will not be eligible for the
 dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.
 Individuals and other non-corporate U.S. Holders will be subject to tax at the lower capital gains tax rate applicable to
 "qualified dividend income," provided that certain conditions are satisfied, including that (1) the ADSs or ordinary shares
 on which the dividends are paid are readily tradable on an established securities market in the U.S., or we are eligible for
 the benefits of the Treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed
 below) for the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period
 requirements are met.
 If we are eligible for benefits under the Treaty, dividends we pay on our ADSs or ordinary shares, regardless of whether
 such ADSs or shares are considered readily tradable on an established securities market in the U.S., would be eligible for
 the reduced rates of taxation described in the preceding paragraph, provided the other conditions described above are
 satisfied. Further, as discussed below under "PFIC Rules", although there can be no assurance that we will or will not be
 considered a PFIC for any taxable year, we believe we were not a PFIC for our 2024 taxable year and we do not
 anticipate that we will be a PFIC in the current and future taxable years. U.S. Holders should consult their tax advisors
 regarding the availability of the reduced tax rate on dividends in their particular circumstances.
 For U.S. foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income
 from foreign sources and generally will constitute passive category income. The amount of any dividend income paid in
 euro will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or
 constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time.
 If the foreign currency received as a dividend is converted into U.S. dollars on the date it is received, a U.S. Holder will
 generally not be required to recognize foreign currency gain or loss in respect of the dividend income. If the foreign
 currency received as a dividend is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in
 the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent
 conversion or other disposition of the foreign currency will be treated as U.S. source ordinary income or loss.
 Sale or Other Disposition of ADSs or Ordinary Shares
 Subject to the discussion below under "PFIC Rules", gain or loss realized on the sale or other disposition of ADSs or
 ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ADSs or
 ordinary shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder's
 tax basis in the ADSs or ordinary shares disposed of and the amount realized on the disposition, in each case as
 determined in U.S. dollars. Long-term capital gain of individuals and certain other non-corporate U.S. Holders will
 generally be eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations. Any
 capital gain or loss will generally be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes, which will
 generally limit the availability of foreign tax credits.
 PFIC Rules
 Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of
 "passive income," or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are
 held for the production of, "passive income." For purposes of the above calculations, we will be treated as if we hold our
 proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in
 which we directly or indirectly own at least 25%, by value, of the shares of such corporation.
 Passive income includes, among other things, interest, dividends, certain non-active rents and royalties, net gains from
 the sale or exchange of property producing such income and net foreign currency gains.
 For this purpose, cash and assets readily convertible into cash are categorized as passive assets, and our goodwill and
 other unbooked intangibles are taken into account.
 The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis
 applying principles and methodologies that are in some circumstances unclear.

 Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for
 the taxable year ended December 31, 2024, and we do not expect to be a PFIC in the current taxable year or the
 foreseeable future. Since a separate factual determination as to whether we are or have become a PFIC must be made
 each year (after the close of such year), we cannot assure you that we will not be or become a PFIC in the current year or
 any future taxable year.
 If we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, the PFIC rules
 discussed below generally will apply to such U.S. Holder for such taxable year, and unless the U.S. Holder makes certain
 elections, will apply in future years even if we cease to be a PFIC.
 If we were a PFIC for any taxable year during which a U.S. Holder held ADSs or ordinary shares (assuming such U.S.
 Holder has not made a timely mark-to-market or QEF election, as described below), gain recognized by a U.S. Holder on
 a sale or other disposition (including certain pledges) of the ADSs or ordinary shares would be allocated ratably over the
 U.S. Holder's holding period for the ADSs or ordinary shares. The amounts allocated to the taxable year of the sale or
 other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to
 each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate,
 for that taxable year, and an additional tax based on the interest charge generally applicable to underpayments of tax
 would be imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a
 U.S. Holder on its ADSs or ordinary shares exceeds 125% of the average of the annual distributions on the ADSs or
 ordinary shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, that
 distribution would be subject to taxation in the same manner as gain, described immediately above.
 If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our non-
 U.S. affiliated entities are also PFICs, the holder will be treated as owning a proportionate amount (by value) of the shares
 of each such non-U.S. affiliate classified as a PFIC for purposes of the application of these rules. U.S. Holders are urged
 to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
 A U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to
 its ADSs or ordinary shares, provided that the ADSs or ordinary shares are "marketable." ADSs or ordinary shares will be
 marketable if they are traded in other than de minimis quantities on at least 15 days during each calendar quarter
 ("regularly traded") on a "qualified exchange" or other market within the meaning of applicable Treasury regulations. We
 expect that our ADSs, but not our ordinary shares, will continue to be listed on the Nasdaq Global Select Market, which is
 a qualified exchange for these purposes, but no assurances may be given in this regard. Consequently, assuming that our
 ADSs are regularly traded, if a U.S. Holder holds our ADSs, it is expected that the mark-to-market election would be
 available to such holder were we to be or become a PFIC. In addition, because, as a technical matter, a mark-to-market
 election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC
 rules with respect to such holder's indirect interest in any investments held by us that are treated as an equity interest in a
 PFIC for U.S. federal income tax purposes.
 If a U.S. Holder makes the mark-to-market election, it will recognize as ordinary income any excess of the fair market
 value of the ADSs or ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an
 ordinary loss in respect of any excess of the adjusted tax basis of the ADSs or ordinary shares over their fair market value
 at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the
 mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder's tax basis in the ADSs or ordinary shares
 will be adjusted to reflect the income or loss amounts recognized.
 Any gain recognized on the sale or other disposition of ADSs or ordinary shares in a year when we are a PFIC will be
 treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of
 income previously included as a result of the mark-to-market election). If a U.S. Holder makes such a mark-to-market
 election, tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us (except
 that the lower applicable capital gains rate for qualified dividend income would not apply). If a U.S. Holder makes a valid
 mark-to-market election, and we subsequently cease to be classified as a PFIC, such U.S. Holder will not be required to
 take into account the mark-to-market income or loss described above during any period that we are not classified as a
 PFIC.

 In addition, in order to avoid the application of the foregoing rules, a U.S. person that owns shares in a PFIC for U.S.
 federal income tax purposes may make a "qualified electing fund" ("QEF") election with respect to such PFIC, if the PFIC
 provides the information necessary for such election to be made. If a U.S. person makes a QEF election with respect to a
 PFIC, the U.S. person will be currently taxable on its pro rata share of the PFIC's ordinary earnings and net capital gain
 (at ordinary income and capital gain rates, respectively) for each taxable year that the entity is classified as a PFIC and
 will not be required to include such amounts in income when actually distributed by the PFIC. No assurances can be given
 that we will provide holders with the information necessary for U.S. Holders to make a QEF election.
 In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in
 which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to
 dividends paid to certain non-corporate U.S. Holders would not apply.
 If a U.S. Holder owns ADSs or ordinary shares during any year in which we are a PFIC, the U.S. Holder must file annual
 reports, containing such information as the U.S. Department of the Treasury may require on IRS Form 8621 (or any
 successor form) with respect to us, with the U.S. Holder's federal income tax return for that year, unless otherwise
 specified in the instructions with respect to such form.
 U.S. Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the
 PFIC rules.
 THE PRECEDING SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL
 INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX
 ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY
 APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN
 THEIR PARTICULAR CIRCUMSTANCES.

 Item 6. [ Reserved ]

 Item 7. 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 our consolidated financial statements and related notes appearing elsewhere in this Form 10-K. This section
 generally discusses 2024 results compared to 2023 results. Discussion of 2023 results compared to 2022 results to the
 extent not included in this report can be found in Item 7 of our 2023 Annual Report on Form 10-K.
 To supplement our consolidated financial statements, which are prepared and presented in accordance with generally
 accepted accounting principles in the United States of America ("U.S. 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 U.S. 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 U.S. 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.
 Beginning in the first quarter of 2024 – following the completion of the integration of our Iponweb acquisition – our Chief
 Operating Decision Maker, who is our Chief Executive Officer ("CEO"), no longer received disaggregated information for
 Iponweb. As such, we updated our segment financial reporting structure in line with how the CEO assesses performance
 and allocates resources. Starting in 2024, we reported two segments: Retail Media and Performance Media. Performance
 Media combines our former Marketing Solutions and Iponweb segments. As such, prior period segment results and
 related disclosures have been conformed to reflect the Company's current reportable segments.

 Full Year 2024 financial highlights
 For the year ended December 31, 2024, revenue was $1,933.3 million, down (1)% compared to the prior year, reflecting
 growth in Retail Media offset by lower revenue in Performance Media. At constant currency, revenue was flat.
 Gross profit for the year ended December 31, 2024 increased by 14% to $983.0 million, compared to the prior year,
 primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation of data center servers.
 Contribution ex-TAC for the year ended December 31, 2024 increased by 10% to $1,121.5 million, compared to the prior
 year, driven by growth in Retail Media and Performance Media. At constant currency, Contribution ex-TAC increased by
 11%.
 Net income for the year ended December 31, 2024 increased by 110% to $114.7 million, compared to the prior year,
 primarily due to lower traffic acquisition costs.
 Adjusted EBITDA for the year ended December 31, 2024 increased by 29% to $390.1 million, compared to the prior year,
 primarily due to higher Contribution ex-TAC.
 Cash flow from operating activities was $258.2 million for the year ended December 31, 2024, compared to $224.2 million
 in the prior year.
 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.
 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 ongoing conflicts in Ukraine and
 the Middle East, persistent inflation, and high interest rates.
 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.
 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, but this
 trend may be masked due to the growth of our business. 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. 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 announced in July 2024, 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.

 A. Operating Results
 Critical Accounting Estimates
 Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of our
 consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported
 amounts of revenue, assets, liabilities, costs and expenses. 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 materially differ from these estimates.
 An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about
 matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used,
 or if changes in the estimate that are reasonably possible could materially impact the financial statements. We believe
 estimates associated with (1) r evenue recognition, including judgements made in the determination of whether we are
 acting as a principle or agent ( 2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries
 projected taxable profit for future years, ii) evaluation of uncertain tax positions and iii) recognition of income tax position in
 respect with tax reforms recently enacted in countries where we operate, (3) assumptions used in valuing long-lived assets
 including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent
 liabilities and losses, are critical as they are made based on assumptions about matters which are uncertain. See Note 1.
 Principles and Accounting Methods to our audited consolidated financial statements beginning on page F-1 for a
 description of our other significant accounting policies.
 Revenue Recognitio n
 The determination as to whether revenue should be reported gross of amounts billed to customers or net of payments to
 publishers requires significant judgment, and is based on our assessment of whether we are acting as the principal or an
 agent in a transaction. For revenue generated from arrangements that involve purchasing inventory from media o wners,
 we consider whether we obtain control of the services before they are transferred to the customer, or if we are acting
 primarily as an agent or intermediary. The assessment of whether we are considered the principal or the agent in a
 transaction could impact our revenue and cost of revenue recognized in the consolidated statements of income.
 For additional information regarding revenue and the assumptions used for determining our revenue recognition refer to
 Note 1. Principles and Accounting Methods of our financial statements.
 Income taxes
 We are subject to income taxes in France and numerous foreign jurisdictions. We record deferred taxes on all temporary
 differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability
 method. The measurement of deferred income tax assets is reduced, when necessary, by a valuation allowance for any tax
 benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that
 support recording deferred tax assets, we will revise the amount of the deferred tax assets downwards or upwards, which
 could have a significant impact on our financial results.
 We recognize the tax benefits arising from uncertain tax positions only if we believe that it is more likely than not that the
 tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These
 uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of
 appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and
 development tax credits are based on an assessment of whether our available documentation corroborating the nature of
 our activities supporting the tax credits will be sufficient to sustain the position.
 Valuation of Long-lived Assets including Goodwill and Intangible Assets
 We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible
 assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair
 values of these identifiable assets and liabilities is recorded as goodwill and allocated to reporting units based on the
 expected benefit from the business combination. Such valuations require management to make significant estimates and
 assumptions, especially with respect to intangible assets.

 Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and
 future expected cash flows from acquired users, acquired technology, acquired patents, and trade names from a market
 participant perspective, useful lives, and discount rates. Management's estimates of fair value are based upon assumptions
 believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ
 from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense,
 as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets,
 including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition
 date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.
 Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.
 Goodwill is tested for impairment at the reporting unit level annually, or more frequently if events or changes in
 circumstances would indicate that the fair value of a reporting unit may be below its carrying value. Goodwill has been
 allocated to segments using a relative fair value allocation approach. As of December 31, 2024, no impairment of goodwill
 has been identified. In 2024, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual
 impairment test date from December 31 to October 1. Refer to Note 10 Goodwill of our financial statements beginning on
 page F-1.
 Long-lived assets, including property and equipment and finite-lived intangible assets are reviewed for possible impairment
 whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The
 evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of
 other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the
 future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review
 indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount
 of such assets is reduced to fair value.
 Contingent Losses and Liabilities
 With respect to litigation, claims and other non-income tax risks that may result in a provision to be recognized, we exercise
 significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are
 related to pending litigation, other outstanding claims and non-income tax risks. Contingency provisions are recognized
 when they are determined to be both probable and estimable. These judgments and estimates are subject to change as
 new information becomes available.
 Change in Accounting Estimate
 In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting in a
 change in the estimated useful life of certain servers and network equipment from five to six years, which we expect to
 result in a reduction of depreciation of approximately $7 million for the full fiscal year 2025 for assets in service as of
 December 31, 2024. For additional information regarding the change in useful lives refer to Note 1. Principles and
 Accounting Methods of our financial statements.
 Components of Results of Operations
 The key elements of our results of operations include:
 Revenue
 For Performance Media, we primarily generate revenues by delivering personalized display advertisements featuring
 product-level recommendations either directly to clients or to advertising agencies. Such products are generally sold based
 on a click or impression based pricing model. Revenues are recognized when an ad is clicked on or displayed to the end
 user as that is when we transfer control of promised services directly to our clients in an amount that reflects the
 consideration to which we expect to be entitled to in exchange for those services. The amount we charge to the customers
 varies depending on the optimization strategy of the Criteo engine, the dynamics and performance of the market, amongst
 other factors. Performance Media revenue can be recognized on a gross or net basis as we act either as a principal or an
 agent in the transaction.

 For Retail Media, we generate revenue by providing our platform to brands, agencies and retailers for the purchase and
 sale of digital advertising inventory. Generally, our revenue is based on a percentage of working media spend that runs
 through our platform. The working media spend running through the platform depends on various factors, such as but not
 limited to the number of customers using the platform and the budgets allocated by brands and agencies to the Criteo
 platform. In Retail Media, we also generate revenue through providing additional professional services to our customers.
 Retail Media revenue is primarily recognized on a net basis, as we act as an agent in the transaction.
 The determination of whether we act as a principal or an agent on a product or contract level is primarily based on the
 following factors: (i) whether we control the advertising inventory before it is transferred to our clients, (ii) whether we have
 inventory risks or purchase the inventory upfront and (iii) whether we have discretion in establishing prices.
 Refer to Note 1. Principles and Accounting Methods of our financial statements for a description of our revenue recognition
 policies.
 Cost of Revenue
 Our cost of revenue includes traffic acquisition costs and other cost of revenue. Traffic acquisition costs consist primarily of
 purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, for the Performance Media
 segment. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement
 exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not
 yet paid are recorded in our Consolidated Statements of Financial Position as trade payables. For a discussion of the
 trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC"
 in Item 7.E -Trend Information below.
 Other cost of revenue includes expenses related to depreciation of data center equipment, lease cost of data centers, cost
 of data purchased from third parties, digital taxes, and third-party hosting fees. The Company does not build or operate its
 own data centers and none of its Research and Development employments are dedicated to revenue generating activities.
 As a result, we do not include the costs of such personnel in other cost of revenue.
 Operating Expenses
 Operating expenses consist of research and development, sales and operations, and general and administrative expenses.
 Salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs are the most
 significant components of each of these expense categories.
 Research and development expenses consist primarily of headcount-related expenses for our employees working in the
 engine, platform, site reliability engineering, scalability, infrastructure, engineering program management, product, analytics
 and other teams, including salaries, bonuses, share-based compensation and other personnel related costs. Also included
 are non-personnel costs such as subcontracting, consulting and professional fees to third-party development resources,
 allocated overhead, including internal IT and depreciation and amortization costs. These expenses are partially offset by
 the French research tax credit that is conditional upon the level of our expenditures in research and development.
 Sales and operations expenses consist primarily of headcount-related expenses for our employees working in our sales,
 account strategy, sales operations, publisher business development, analytics, marketing, technical solutions, creative
 services and other teams, including salaries, bonuses, share-based compensation, and other personnel-related costs.
 Additional expenses in this category include travel and entertainment, marketing and promotional events, marketing
 activities, provisions for doubtful accounts, subcontracting, consulting and professional fees paid to third parties, allocated
 overhead, including internal IT costs.
 General and administrative expenses consist primarily of headcount-related expenses, including salaries, bonuses, share-
 based compensation, pension benefits and other personnel-related costs for our administrative, legal, information
 technology, human resources, facilities and finance teams. Additional expenses included in this category include travel-
 related expenses, subcontracting and professional fees, audit fees, tax services and legal fees, as well as insurance and
 other corporate expenses, along with allocated overhead, including internal IT costs.

 Financial and Other Income (Expense) primarily consists of:
 • Exchange differences arising on the settlement or translation into local currency of monetary balance sheet items
 labeled in euros (the Company's functional currency). At December 31, 2024, our exposure to foreign currency risk was
 centralized at parent company level and hedged. These exchange differences in euro are then translated into U.S.
 dollars (the Company's reporting currency) according to the average euro/U.S. dollar exchange rate.
 • Interest received on our cash and cash equivalents and interest incurred on outstanding borrowings under our debt loan
 agreements and revolving credit facilities ("RCFs").
 • Other income (expense) mainly arising from gains and losses on investments.
 Provision for Income Taxes
 We are subject to income taxes in France, the U.S. and numerous other jurisdictions. We recognize tax liabilities based on
 estimates of whether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions
 may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are
 supportable.
 Our effective tax rates differ from the statutory rate applicable to us primarily due to valuation allowance on deferred tax
 assets, differences between domestic and foreign jurisdiction tax rates, Research Tax Credit offsets, which are non-taxable
 items, potential tax audit provision settlements, share-based compensation expenses that are non-deductible in some
 jurisdictions under certain circumstances, non-tax deductible provision from the loss contingency on regulatory matter, and
 transfer pricing adjustments. We license access to our technology to our subsidiaries and charge a royalty fee to these
 subsidiaries for such access. In France, we benefit from a reduced tax rate of 10% on a large portion of this technology
 royalty income.
 Recent Accounting Pronouncements
 For a discussion of recent accounting pronouncements applicable to us, see Note 1 to our audited consolidated financial
 statements beginning on page F-1.

 Results of Operations for the Years Ended December 31, 2024, 2023 and 2022
 Revenue breakdown by segment

 2024

 2023

 2022

 2024 vs
 2023

 2023 vs
 2022

 (1) %

 (3) %

 24,509

 8,927

 147,636

 $ 1,957,798

 $ 1,958,372

 $ 2,164,639

 — %

 (3) %

 Retail Media as reported

 $ 258,303

 $ 209,007

 $ 202,317

 24 %

 3 %

 (1,143)

 4,975

 Retail Media at constant currency

 $ 258,875

 $ 207,864

 $ 207,292

 24 %

 3 %

 Performance Media revenue as reported

 $ 1,674,986

 $ 1,740,438

 $ 1,814,686

 (4) %

 (4) %

 23,937

 10,070

 142,661

 Performance Media revenue at constant currency

 $ 1,698,923

 $ 1,750,508

 $ 1,957,347

 (2) %

 (4) %

 Revenue in 2024 decreased $(16.2) million, or (1)% (or flat on a constant currency basis) to $1,933.3 million compared to
 2023.
 The year-over-year decrease in revenue was driven by lower Performance Media revenue, partially offset by the increase
 in Retail Media revenue. Performance Media revenue decreased (4)% (or (2)% on a constant currency basis) to $1,675.0
 million for 2024, driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued
 strength in travel and classifieds.
 Retail Media revenue increased 24% (or 24% on a constant currency basis) to $258.3 million for 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.
 2023 compared to 2022
 Revenue in 2023 decreased $(67.6) million, or (3)% (or (3)% on a constant currency basis) to $1,949.4 million compared to
 2022. The year-over-year decrease in rev enue was driven by lower Performance Media partially offset by the increase in
 Retail Media revenue. Performance Media revenue decreased (4)% (or (4)% on a constant currency basis) to $1,740.4
 million for 2023, reflecting decreased spend from large clients, notably on our retargeting solutions, as they adjusted their
 advertising budgets to the uncertain macro economic environment. This was partially offset by the contribution from the
 acquisition of Iponweb that was completed in August 2022.
 Retail Media re venue increased 3% (or 3% on a constant currency basis) to $209.0 million for 2023, reflecting the strong
 performance with large retailers across the U.S. and EMEA, partially offset by the technical and transitory impact related to
 the client migration to the Company's platform. Criteo's platform accounted for most of Retail Media revenue for the year
 ended December 31, 2023, and its revenue is accounted for on a net basis. In 2022, close to 79% of Retail Media revenue
 was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media
 revenue was temporarily impacted. Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC
 increased 26% (or 26% on a constant currency basis) in the year ended December 31, 2023, mainly driven by strength in
 the U.S. market.

 Revenue breakdown by region

 2024

 2023

 2022

 2024 vs
 2023

 2023 vs
 2022

 (1) %

 (3) %

 24,509

 8,927

 147,636

 $ 1,957,798

 $ 1,958,372

 $ 2,164,639

 — %

 (3) %

 Americas

 $ 892,175

 $ 887,247

 $ 891,267

 1 %

 — %

 3,816

 (2,638)

 (596)

 $ 895,991

 $ 884,609

 $ 890,671

 1 %

 (1) %

 EMEA

 $ 676,455

 $ 672,610

 $ 706,861

 1 %

 (5) %

 1,283

 (28,430)

 86,587

 $ 677,738

 $ 644,180

 $ 793,448

 1 %

 (9) %

 Asia-Pacific

 $ 364,659

 $ 389,588

 $ 418,875

 (6) %

 (7) %

 19,410

 39,995

 61,645

 $ 384,069

 $ 429,583

 $ 480,520

 (1) %

 3 %

 Our revenue in the Americas region increased $4.9 million or 1% (or 1% on a constant currency basis) to $892.2 million for
 2024 compared to 2023. This reflects continued strong performance of Retail Media as the platform continues to scale with
 large retailers and consumer brands, and strength in travel and classifieds in Performance Media, partially offset by soft
 retail trends and lower spend in our media trading marketplace and supply.
 Our revenue in the EMEA region increased $3.8 million, or 1% (or 1%) on a constant currency basis) to $676.5 million for
 2024 compared to 2023. This increase was driven by continued traction in Retail Media and continued strength in travel
 and classifieds, partially offset by soft retail trends.
 Our revenue in the Asia-Pacific region decreased $(24.9) million, or (6)% (or (1)% on a constant currency basis) to
 $364.7 million for 2024 compared to 2023. The decrease was driven by soft classified trends, partially offset by solid retail
 and travel trends in the region.
 Additionally, $1,933.3 million of revenue for 2024 was negatively impacted by $24.5 million of currency fluctuations,
 particularly as a result of the depreciation of the euro compared to the U.S. dollar.
 Our revenue in the Americas region decreased $(4.0) million or (0.5)% (or (1)% on a constant currency basis) to
 $887.2 million for 2023 compared to 2022. This reflects negative retail trends in Performance Media and the impact of
 recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued
 strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and
 growing network effects of the platform.
 Our revenue in the EMEA region decreased $(34.3) million, or (5)% (or (9)% on a constant currency basis) to
 $672.6 million for 2023 compared to 2022. This decrease was driven by negative retail trends in Performance Media, in

 particular in the UK and France, and the suspension of our business in Russia effective as of March 2022, partially offset
 by the positive performance of Retail Media across the region.
 Our revenue in the Asia-Pacific region decreased $(29.3) million, or (7)% (or increased 3% on a constant currency basis) to
 $389.6 million for 2023 compared to 2022. The increase was driven by higher spend from retail clients in the region, in
 particular in Thailand and South Korea.
 Additionally, $1,949.4 million of revenue for 2023 was negatively impacted by $8.9 million of currency fluctuations,
 particularly as a result of the appreciation of the euro compared to the U.S. dollar.
 Cost of Revenue

 2024

 2023

 2022

 (in thousands, except percentages)

 Traffic acquisition costs

 $ 811,806

 $ 926,839

 $ 1,088,779

 (12)%

 (15)%

 Other cost of revenue

 138,512

 159,562

 133,024

 (13)%

 20%

 Total cost of revenue

 $ 950,318

 $ 1,086,401

 $ 1,221,803

 (13)%

 (11)%

 49 %

 56 %

 61 %

 % of Gross profit

 51 %

 44 %

 39 %

 2024

 2023

 2022

 (in thousands, except percentages)

 $ 4,457

 $ 5,547

 $ 40,957

 (20)%

 (86)%

 807,349

 921,292

 1,047,822

 (12)%

 (12)%

 Traffic Acquisition Costs

 $ 811,806

 $ 926,839

 $ 1,088,779

 (12)%

 (15)%

 Cost of revenue for 2024 decreased $(136.1) million, or (13)%, compared to 2023. This decrease was primarily the result
 of a $(115.0) million, or (12)% decrease in traffic acquisition costs (or (11)% on a constant currency basis), and $(21.1)
 million, or (13)% decrease in other cost of revenue.
 The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis)
 related primarily to the (19)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-
 limited environments where Criteo continues to perform, partially offset by an 8% increase in the number of impressions we
 purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct
 connections, to support client demand for advertising campaigns. Traffic acquisition costs in Retail Media decreased by
 (20)%.
 The decrease in other cost of revenue includes a decrease in depreciation of data center servers of $(11.2) million, other
 cost of sales of $(7.5) million and hosting costs of $(2.4) million.
 Cost of revenue for 2023 decreased $(135.4) million, or (11)%, compared to 2022. This decrease was primarily the result of
 a $(161.9) million, or (15)% decrease in traffic acquisition costs (or (14)% on a constant currency basis), partially offset by
 a $26.5 million, or 20% increase in other cost of revenue.

 The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis)
 related primarily to the (13)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-
 limited environments where Criteo continues to perform, partially offset by a 1% increase in the number of impressions we
 purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct
 connections, to support client demand for advertising campaigns. Traffic acquisition costs in Retail Media decreased by
 (86)% reflecting the technical and transitory impact related to the client migration of our platform, as we recognize revenue
 on a net basis.
 The increase in other cost of revenue includes an increase in hosting costs of $27.9 million and other cost of sales of $3.7
 million, offset by a decrease of $(5.1) million in depreciation of data center servers.
 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 U.S. GAAP. We have
 included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate
 operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this
 measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that
 Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of
 operations in the same manner as our management and board of directors. 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 U.S. 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 U.S. GAAP financial measures.
 The below table provides a reconciliation of Contribution ex-TAC to gross profit:

 2024

 2023

 2022

 (in thousands, except percentages)

 Gross Profit

 $ 982,971

 $ 863,044

 $ 795,200

 14 %

 9 %

 Other Cost of Revenue

 138,512

 159,562

 133,024

 (13) %

 20 %

 10 %

 10 %

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

 Segment

 2024

 2023

 2022

 Revenue

 $ 258,303

 $ 209,007

 $ 202,317

 24 %

 3 %

 1,674,986

 1,740,438

 1,814,686

 (4) %

 (4) %

 Total

 (1) %

 (3) %

 $ 253,846

 $ 203,460

 $ 161,360

 25 %

 26 %

 867,637

 819,146

 766,864

 6 %

 7 %

 Total

 10 %

 10 %

 Gross Profit increased $119.9 million, or 14% for the twelve months ended December 31, 2024 compared to the twelve
 months ended December 31, 2023, and Contribution ex-TAC increased $98.9 million, or 10% for the twelve months ended
 December 31, 2024 compared to the twelve months ended December 31, 2023. The increase in Gross Profit and
 Contribution ex-TAC was driven by continuous growth in Retail Media, in particular in the U.S. market, and lower traffic
 acquisition costs in Performance Media, related primarily to the decrease of the average CPM for inventory purchased.
 Gross Profit increased $67.8 million, or 9% for the twelve months ended December 31, 2023 compared to the twelve
 months ended December 31, 2022, and Contribution ex-TAC increased $94.4 million, or 10% for the twelve months ended
 December 31, 2023 compared to the twelve months ended December 31, 2022. The increase in Gross Profit and
 Contribution ex-TAC was driven the strong performance with large retailers across the U.S. and EMEA in Retail Media, and
 by the contribution from the acquisition of Iponweb in Performance Media.
 Constant Currency Reconciliation

 2024

 2023

 2022

 (1) %

 (3) %

 24,509

 8,927

 147,636

 $ 1,957,798

 $ 1,958,372

 $ 2,164,639

 — %

 (3) %

 Traffic acquisition costs as reported

 $ 811,806

 $ 926,839

 $ 1,088,779

 (12) %

 (15) %

 9,529

 5,815

 63,434

 Traffic acquisition cost at constant currency

 $ 821,335

 $ 932,654

 $ 1,152,213

 (11) %

 (14) %

 Contribution ex-TAC as reported

 10 %

 10 %

 14,980

 3,112

 84,202

 Contribution ex-TAC at constant currency

 $ 1,136,463

 $ 1,025,718

 $ 1,012,426

 11 %

 11 %

 Other cost of revenue as reported

 $ 138,512

 $ 159,562

 $ 133,024

 (13) %

 20 %

 Gross profit as reported

 $ 982,971

 $ 863,044

 $ 795,200

 14 %

 9 %

 Research and Development Expenses

 2024

 2023

 2022

 (in thousands, except percent of revenue)

 Research and development expenses

 $ 279,341

 $ 242,289

 $ 187,596

 15%

 29%

 14 %

 12 %

 9 %

 Research and development expenses for 2024 increased $37.1 million, or 15%, compared to 2023. This increase mainly
 related to an increase in amortization of intangibles and headcount-related expenses.
 Research and development expenses for 2023 increased $54.7 million, or 29%, compared to 2022. This increase mainly
 related to an increase in share-based compensation related to the Iponweb acquisition, amortization of Iponweb
 acquisition-related intangible assets and the headcount-related expenses.
 Sales and Operations Expenses

 2024

 2023

 2022

 (in thousands, except percent of revenue)

 Sales and operations expenses

 $ 376,090

 $ 406,012

 $ 377,996

 (7)%

 7%

 19 %

 21 %

 19 %

 Sales and operations expenses for 2024 decreased $(29.9) million, or (7)%, compared to 2023. This decrease was mainly
 driven by a decrease in headcount-related expenses, bad debt expense and rent and facilities cost partially offset by
 marketing costs.
 Sales and operations expenses for 2023 increased $28.0 million, or 7%, compared to 2022. This increase was mainly
 driven by an increase in headcount-related expenses and share-based compensation offset by a decrease in marketing
 expenses.

 General and Administrative Expenses

 2024

 2023

 2022

 (in thousands, except percent of revenue)

 General and administrative expenses

 $ 176,138

 $ 137,525

 $ 205,330

 28%

 (33)%

 9 %

 7 %

 10 %

 General and administrative expenses for 2024 increased $38.6 million, or 28%, compared to 2023. This increase was
 mainly related to the partial reversal of the loss contingency in 2023 related to the CNIL matter as described in Note 20, as
 well as third party services costs partially offset by a decrease of headcount-related expenses.
 General and administrative expenses for 2023 decreased $(67.8) million, or (33)%, compared to 2022. This decrease was
 mainly related to the partial reversal of the loss contingency related to the CNIL matter as described in Note 20.

 2024

 2023

 2022

 (in thousands, except percent of revenue)

 $ 3,095

 $ (2,490)

 $ 17,783

 (224)%

 (114)%

 0.2 %

 (0.1) %

 0.9 %

 Financial and Other Income for 2024 increased by $5.6 million, or (224)% compared to 2023. The $3.1 million financial and
 other income for the period ended December 31, 2024 was mainly driven by interests income offset by the recognition of a
 negative impact of foreign exchange, including end of year noncash marked to market, the accretion of earn-out liability
 related to the Iponweb acquisition and financial expense relating to our 407 million available Revolving Credit Facility
 (RCF).
 Financial and Other Expense for 2023 decreased by $(20.3) million, or (114)% compared to 2022. The $(2.5) million
 financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds from disposal of non
 consolidated investments fully offset by the recognition of a negative impact of foreign exchange, the accretion of earn-out
 liability related to the Iponweb acquisition and financial expense relating to our 407 million available Revolving Credit
 Facility (RCF).

 Provision for Income Taxes

 2024

 2023

 2022

 (in thousands, except percent information)

 $ 39,784

 $ 20,084

 $ 31,186

 98%

 (36)%

 2 %

 1 %

 2 %

 Effective tax rate

 26.9 %

 74.1 %

 The provision for income taxes for 2024 increased by $19.7 million, or 98%, compared to 2023, due to the increase in profit
 before income taxes due to higher Contribution ex-TAC, and cost reduction actions.
 The annual effective tax rate for 2024 was 25.8%, compared to an annual effective tax rate of 26.9% for 2023. The annual
 effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to
 technology royalty income we received from our subsidiaries, non deductible payroll expenses, differences in tax rates in
 foreign jurisdictions, tax loss carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to
 tax losses and temporary differences, recognition of previously unrecognized tax losses and equity awards compensation
 expense.
 In 2024, our income before taxes increased by $79.8 million to $154.5 million, compared to 2023, generating a
 $39.9 million theoretical income tax expense at a nominal standard French tax rate of 25.8%. This theoretical tax expense
 is impacted mainly by the following items contributing to a $39.8 million effective tax expense and a 25.8% effective tax
 rate: $5.7 million of net effect of share-based compensation, $7.7 million of permanent differences mainly employee costs,
 offset by $(5.8) million tax deduction resulting from technology royalty income we received from our subsidiaries, and the
 recognition or reversal of valuation allowance on deferred tax assets of $(5.8) million. Please see Note 18 to our audited
 consolidated financial statements for more detailed information on the provision for income taxes.
 As of December 31, 2024, the adoption of Pillar Two resulted in an impact of $3.0 million recognized in Provision for
 income taxes within the Consolidated Statement of Operations. The global regulatory environment, including the
 introduction of Pillar Two, adds uncertainty on the future business environment. We will continue to assess the ongoing
 impact of Pillar Two as additional guidance becomes available.
 Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our
 Consolidated Financial Statements.
 As at December 31, 2024, 2023 and 2022, the valuation allowance against net deferred income taxes amounted to
 $27.6 million, $29.8 million and $31.1 million, which related mainly to Criteo Corp. ( $5.9 million, $5.7 million and
 $5.7 million, respectively), Criteo Brazil ( $— million, $2.7 million and $3.3 million, respectively), Criteo Ltd ( $9.3 million,
 $10.7 million and $8.1 million, respectively), Criteo Singapore ( $— million, $1.2 million and $1.5 million), Criteo Australia
 Pty ( $2.9 million, $2.9 million and $2.6 million) and Criteo France ( $8.7 million, $5.0 million and $6.5 million, respectively).
 The provision for income taxes for 2023 decreased by $(11.1) million, or (36)%, compared to 2022, due to the non
 deductible loss contingency related to the CNIL matter as described in Note 20.
 The annual effective tax rate for 2023 was 26.9%, compared to an annual effective tax rate of 74.1% for 2022. The annual
 effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to
 technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions, tax loss
 carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary
 differences, recognition of previously unrecognized tax losses and equity awards compensation expense.

 In 2023, our income before taxes increased by $32.7 million to $74.7 million, compared to 2022, generating a $19.3 million
 theoretical income tax expense at a nominal standard French tax rate of 25.8%. This theoretical tax expense is impacted
 mainly by the following items contributing to a $20.1 million effective tax expense and a 26.9% effective tax rate:
 $8.8 million of net effect of share-based compensation, $2.8 million of permanent differences mainly employee costs,
 $0.9 million of deferred tax assets on which we recognized a valuation allowance, offset by $(4.3) million tax deduction
 resulting from technology royalty income we received from our subsidiaries, $(5.5) million resulting from the non-tax
 deductible provision following the loss contingency on regulatory matters (refer to Note 20), and the recognition or reversal
 of valuation allowance on deferred tax assets of $(1.8) million. Please see Note 18 to our audited consolidated financial
 statements for more detailed information on the provision for income taxes.
 Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our
 Consolidated Financial Statements.
 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 not a measure calculated in accordance with U.S. 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, certain acquisition costs and a loss contingency related to
 a regulatory matter 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 U.S. 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 U.S. GAAP financial results, including net income.

 2024

 2023

 2022

 (in thousands, except percent information)

 Net Income (loss)

 110%

 402%

 Adjustments:

 Financial (Income) expense

 (3,095)

 2,805

 (17,053)

 (210)%

 116%

 39,784

 20,084

 31,186

 98%

 (36)%

 Equity awards compensation expense

 105,742

 99,222

 65,035

 7%

 53%

 Pension service costs

 1,756

 23%

 (77)%

 Depreciation and amortization expense

 101,193

 99,653

 89,018

 2%

 12%

 Acquisition-related costs

 1,439

 1,894

 12,584

 (24)%

 (85)%

 Net loss contingency on regulatory matters

 —

 (21,632)

 63,221

 100%

 (134)%

 Restructuring, integration and transformation costs

 29,847

 44,727

 10,677

 (33)%

 319%

 Total net adjustments

 275,405

 247,154

 256,424

 11%

 (4)%

 $ 390,118

 $ 301,798

 $ 267,299

 29%

 13%

 The following table presents our Adjusted EBITDA on a comparative basis:

 2024

 2023

 2022

 (in thousands, except percent information)

 Net Income

 110%

 402%

 $ 390,118

 $ 301,798

 $ 267,299

 29%

 13%

 Net income increased $60.1 million, or 110% for the twelve months ended December 31, 2024 compared to the twelve
 months ended December 31, 2023, and Adjusted EBITDA increased $88.3 million, or 29% for the twelve months ended
 December 31, 2024 compared to the twelve months ended December 31, 2023. The increase in Net Income and Adjusted
 EBITDA was primarily due to higher Contribution ex-TAC and cost reduction actions
 Net income increased $43.8 million, or 402% for the twelve months ended December 31, 2023 compared to the twelve
 months ended December 31, 2022, and Adjusted EBITDA increased $34.5 million, or 13% for the twelve months ended
 December 31, 2023 compared to the twelve months ended December 31, 2022. The increase in Net Income was primarily
 due to higher Contribution ex-TAC, cost reduction actions and the partial reversal of the loss contingency related to the
 CNIL matter described in Note 20. The increase in Adjusted EBITDA was primarily due to higher Contribution ex-TAC and
 cost reduction actions.

 Unaudited Quarterly Results of Operations
 The following tables set forth our unaudited consolidated statement of income data for the last eight quarters. We derived
 this information from our unaudited interim consolidated financial information, which, in the opinion of management,
 includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the
 information for the quarters presented. The quarterly results of operations have been prepared by, and are the
 responsibility of, our management and have not been audited or reviewed by our independent registered public accounting
 firm. You should read this information together with our audited consolidated financial statements and related notes
 beginning on page F-1.

 Three Months Ended

 31, 2024

 September
 30, 2024

 June 30,
 2024

 March 31,
 2024

 31, 2023

 September
 30, 2023

 June 30,
 2023

 March 31,
 2023

 Consolidated Statements
 of Income Data:

 Revenue

 $ 553,035

 $ 458,892

 $ 471,307

 $ 450,055

 $ 566,302

 $ 469,193

 $ 468,934

 $ 445,016

 Cost of revenue

 Traffic acquisition costs

 218,636

 192,789

 204,214

 196,167

 249,926

 223,798

 228,717

 224,398

 Other cost of revenue

 33,428

 34,171

 34,248

 36,665

 39,750

 40,268

 40,435

 39,109

 Gross profit

 300,971

 231,932

 232,845

 217,223

 276,626

 205,127

 199,782

 181,509

 Operating expenses

 Research and
 development expenses

 67,559

 85,285

 59,639

 66,858

 48,402

 62,522

 67,775

 63,590

 Sales and operations
 expenses

 97,356

 90,823

 95,069

 92,842

 97,687

 94,572

 112,511

 101,242

 General and administrative
 expenses

 41,548

 46,222

 41,199

 47,169

 42,219

 36,599

 18,537

 40,170

 Total operating expenses

 206,463

 222,330

 195,907

 206,869

 188,308

 193,693

 198,823

 205,002

 Income (loss) from
 operations

 94,508

 9,602

 36,938

 10,354

 88,318

 11,434

 (23,493)

 Financial and Other income
 (expense)

 2,206

 (8)

 (284)

 1,181

 (4,498)

 (2,967)

 (1,852)

 6,827

 Income (loss) before
 taxes

 96,714

 9,594

 36,654

 11,535

 83,820

 8,467

 (893)

 (16,666)

 24,770

 3,450

 8,595

 2,969

 21,769

 1,832

 1,078

 (4,595)

 Net income (loss)

 $ 71,944

 $ 6,144

 $ 28,059

 $ 8,566

 $ 62,051

 $ 6,635

 $ (1,971)

 $ (12,071)

 Net income (loss)
 available to shareholders
 of Criteo S.A.

 71,095

 6,245

 26,987

 7,244

 61,017

 6,927

 (2,874)

 (11,809)

 B. Liquidity and Capital Resources.
 Market Risk
 We are mainly exposed to changes of foreign currency exchange rate fluctuations.
 The functional currency of the Company is the euro, while our reporting currency is the U.S. dollar. Because we incur some
 of our expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk
 as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. Foreign
 exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional
 currency different than the euro. The statements of financial position of consolidated entities having a functional currency
 different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the
 statement of financial position date) and the statement of income, statement of comprehensive income and statement of
 cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation
 adjustments are included in equity under the caption "Accumulated Other Comprehensive Income" in the Consolidated
 Statement of Changes in Equity.
 At December 31, 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.

 Foreign Currency Risk
 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 Consolidated Statements of Income as follows:

 2024

 2023

 2022

 GBP/USD

 +10%

 -10%

 +10%

 -10%

 +10%

 -10%

 Net income (loss) impact

 $ 245

 $ (245)

 $ (86)

 $ 86

 $ (444)

 $ 444

 2024

 2023

 2022

 BRL/USD

 +10%

 -10%

 +10%

 -10%

 +10%

 -10%

 Net income (loss) impact

 $ 275

 $ (275)

 $ 220

 $ (220)

 $ (235)

 $ 235

 2024

 2023

 2022

 JPY/USD

 +10%

 -10%

 +10%

 -10%

 +10%

 -10%

 Net income (loss) impact

 $ 4,065

 $ (4,065)

 $ 408

 $ (408)

 $ 2,489

 $ (2,489)

 2024

 2023

 2022

 EUR/USD

 +10%

 -10%

 +10%

 -10%

 +10%

 -10%

 Net income (loss) impact

 $ 4,003

 $ (4,003)

 $ 156

 $ (156)

 $ (2,169)

 $ 2,169

 Counterparty Risk
 As of December 31, 2024, we show a positive net cash position. We utilize cash pooling arrangements, reinforcing cash
 management centralization. Investment and financing decisions are governed by our Investment and Risk Management
 Policy and carried out by our internal central treasury function, ensuring investments are entered into with high credit
 ratings, balanced counterparties.

 Liquidity Risk
 Sources of Liquidity
 Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. We have never
 declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity
 securities in the foreseeable future.
 We are party to several revolving credit facilities with several third-party financial institutions. Our revolving credit facilities
 as of December 31, 2024 are presented in the table below:

 Nominal/
 Authorized
 amounts

 Amount drawn
 as of December
 31, 2024

 Outstanding as
 of December 31,
 2024

 Nature

 Interest rate

 Settlement
 date

 Bank Syndicate Revolving
 Credit Facility - September
 2022

 —

 Floating rate:
 EURIBOR / SOFR
 + margin
 depending on
 leverage ratio

 September 2027

 Other short-term lines of credit

 —

 EURIBOR

 For additional information regarding our resolving credit facilities, please refer to Note 11 - Financial Liabilities.
 The Bank Syndicate Revolving Line of Credit is unsecured and contains customary events of default and covenants,
 including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional
 indebtedness. As of year-end December 31, 2024, we were in compliance with the required covenants. On November 17,
 2023, we updated certain terms of our syndicated credit facility to a 407 million ( $423 million) sustainability-linked credit
 facility. Certain terms and conditions of the amended credit facility are now linked to our sustainability goals to increase the
 representation of women in tech roles and reduce our GHG emissions, while the rest of the credit facility agreement
 remains unchanged.
 We are also party to short-term credit lines in the form of overdraft facilities with HSBC Holdings plc, LCL and BNP Paribas.
 We are authorized to draw up to a maximum of 21.5 million ( $22.3 million) in the aggregate under those short-term credit
 lines and overdraft facilities. As of December 31, 2024, we had not drawn on either of these facilities. Our banks have the
 ability to terminate such facilities on short notice.
 Our cash and cash equivalents and restricted cash at December 31, 2024 were held for working capital and general
 corporate purposes, which could include acquisitions, and amounted to $290.9 million as of December 31, 2024. The
 $(120.4) million decrease in cash and cash equivalents and restricted cash compared with December 31, 2023 primarily
 resulted from an increase of $258.2 million in cash from operating activities, offset by a $(97.9) million decrease in cash for
 investing activities, and by a decrease of $(270.5) million in cash for financing activities. In addition, the cash flows were
 also negatively impacted by $(10.2) million due to foreign exchange rates impact on our consolidated cash position in USD
 over the period. We do not enter into investments for trading or speculative purposes. 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 and term deposit accounts.
 Furthermore, Criteo had financial liquidity of approximately $782.3 million, including its cash position, short term
 investments, its Revolving Credit Facility and treasury shares available for acquisitions as of December 31, 2024. Overall,
 we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025, enables financial
 flexibility and the meeting of all material contractual obligations.

 Share Buy-back Programs
 In December 2022, we completed a $136.0 million share repurchase program. In 2023, we completed an additional
 $125.0 million share repurchase, and in 2024, we completed an additional $224.6 million share repurchase.
 All above programs have been implemented under our multi-year authorization granted by Board of Directors. In January
 2025, this authorization was extended to a total amount of up to $805.0 million. Other than these repurchase programs, we
 intend to retain all available funds and any future earnings to fund our growth.
 Operating and Capital Expenditure Requirements
 In 2024, 2023 and 2022, our net capital expenditures were $(76.6) million, $(114.3) million and $(55.8) million, respectively,
 primarily related to the acquisition of data center and server equipment, and internal IT systems. We expect our capital
 expenditures to remain at, or slightly below, 5% of revenue for 2025, as we plan to continue to build, reshape and maintain
 additional data center equipment capacity in all regions and we keep investing in our Commerce Media Platform.
 We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next
 12 months.
 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.
 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 2024, 2023 and 2022:

 2024

 2023

 2022

 Cash flows provided by operating activities

 $ 258,161

 $ 224,246

 $ 255,985

 Cash used in investing activities

 (97,901)

 (108,712)

 (166,119)

 Cash used for financing activities

 $ (270,499)

 $ (147,254)

 $ (113,044)

 Our cash and cash equivalents at December 31, 2024 were held for working capital and general corporate purposes, which
 could include acquisitions. The decrease in cash and cash equivalents compared with December 31, 2023, primarily
 resulted from an increase of $258.2 million in cash flows from operating activities fully offset by a decrease of $(97.9)
 million in cash flows used for investing activities and a decrease of $(270.5) million in cash flows used for financing
 activities.

 Operating Activities
 Cash provided by operating activities has typically been generated from net income and by changes in our operating
 assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses,
 adjusted for certain non-cash and non-operating expense items such as depreciation, amortization, equity awards
 compensation, deferred tax assets and income taxes.
 In 2024, net cash flows provided by operating activities were $258.2 million and consisted of net income of $114.7 million,
 $192.1 million in adjustments for noncash and nonoperating items and $(48.7) million of cash flows from working capital
 and other assets and liabilities. Adjustments for noncash and nonoperating items mainly consisted of depreciation and
 amortization expense of $87.8 million and equity awards compensation expense of $106.6 million. The $(48.7) million
 decrease in cash resulting from changes in working capital primarily consisted of a $(28.5) million increase in accounts
 receivable and a $(17.2) million decrease in accounts payable, partly driven by the mix of our segments, largely related to
 the acceleration of Retail Media. The $33.9 million increase of cash flow from operating activities during 2024 compared to
 2023, was mostly due to the 2023 payment of $(43.3) million of a contingent liability for regulatory matters.
 Investing Activities
 In 2024, net cash flows used in investing activities were $97.9 million and consisted of $76.6 million for net purchases of
 servers and other data center equipment and capitalized software development costs, and $20.7 million change in other
 noncurrent financial assets resulting from investments in Marketable Securities (see Note 5). The $10.8 million decrease in
 cash used in investing activities during 2024 compared to 2023, was mostly due to decreases of the purchases of servers
 and other data center equipment and capitalized software development costs.
 Financing Activities
 In 2024, net cash used in financing activities was $270.5 million mainly resulting from the $224.6 million impact from our
 share repurchase program, a $52.0 million payout of the earn-out liability resulting from the Iponweb Acquisition, partially
 offset by $4.6 million in proceeds from stock-options exercises. The $123.2 million increase in cash used in financing
 activities during 2024 compared to 2023, was mostly due to the increase of our share repurchase program and the final
 payment of the earn-out liability resulting from the Iponweb Acquisition.

 C. 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.

 D. Tabular Disclosure of Contractual Obligations.
 Our principal commitments consist of non-cancelable operating leases for our various office facilities and data centers, and
 other contractual commitments consisting of obligations to our hosting services providers, and providers of software as a
 service.
 The following table discloses aggregate information about material contractual obligations and periods in which payments
 were due as of December 31, 2024. Future events could cause actual payments to differ from these estimates.

 Less than 1
 year

 1 to 5 years

 More than 5
 years

 Total

 (in thousands of U.S. Dollars)

 Operating Leases

 $ 30,080

 $ 68,627

 $ 15,408

 $ 114,115

 Other purchase obligations

 58,027

 18,728

 —

 76,755

 Total

 $ 88,107

 $ 87,355

 $ 15,408

 $ 190,870

 Material Cash Requirements
 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.
 Leases and Contractual Commitments
 Our operating lease obligations mostly include offices and data centers. Our finance lease obligations mostly include
 certain network infrastructure. Our restructuring efforts to sublease, early terminate or abandon several office buildings
 under operating leases did not materially change our operating lease obligations.
 Contingent Consideration
 As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of $100.0 million,
 which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal
 years. The earn out liability was fully settled during the year 2024. See Note 13 - Other Current Liabilities.
 Contingencies
 We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations. We record a
 liability when we believe that it is both probable that a liability has been incurred, and that the amount can be reasonably
 estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be
 estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent
 material. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are
 inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these
 estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations,
 financial position, and cash flows.
 See Note 12 Leases, Note 13 Other Current and Noncurrent Liabilities, Note 18 Income Taxes and Note 20 Commitments
 and contingencies in the notes to the consolidated financial statements included in Part II, Item 8, and "Legal Proceedings"
 contained in Part I, Item 3 of this Form 10-K for additional information regarding leases and contractual commitments, long-
 term debt, taxes, and contingencies.

 E. Trend Information
 Key Metrics
 We review three key metrics to help us monitor the performance of our business and to identify trends affecting our
 business. These key metrics include number of clients, Contribution ex-TAC, and Adjusted EBITDA. We believe these
 metrics are useful to understanding the underlying trends in our business. The following table summarizes our key metrics
 for 2024, 2023 and 2022.

 2024

 2023

 2022

 (in thousands, except number of clients)

 Number of clients (1)

 17,269

 18,197

 18,990

 $ 390,118

 $ 301,798

 $ 267,299

 (1) In the first quarter of 2023, we streamlined our client count methodology which is now based on unique billing accounts while the
 previous methodology included clients from whom Criteo has received a signed contract or an insertion order during the previous 12
 months. The new methodology led to the consolidation of some clients accounts but does not change the underlying activity or the
 overall trends.
 Number of Clients
 We define a client to be a unique party with a signed contract and for whom we have delivered an advertisement or
 monetized inventory during the previous 12 months. We count distinct brands or divisions within the same business as
 separate clients if they have insertion orders with us. For certain Retail Media solutions, we count the parent company as a
 single client, even if multiple brands under that company have signed separate contracts. When working with advertising
 agencies, we generally attribute the client count to the advertiser rather than the agency. If a client's advertising spend is
 managed by multiple agencies, they are counted as a single client.
 We believe that our ability to grow the number of clients is an important indicator of our revenue growth over time. Our
 client count may fluctuate quarterly due to the seasonal advertising trends and the timing of new client contributions.
 Therefore, changes in client count does not necessarily correspond to changes in revenue for a given period.

 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 cost of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. 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. Please see above for a discussion of the limitations of Contribution ex-TAC and a
 reconciliation of Contribution ex-TAC to gross profit, the most comparable U.S. GAAP measure in the Non-GAAP Financial
 Measures section of this filing.
 Our management views our Contribution ex-TAC as a key measure to evaluate, plan and make decisions on our business
 activities and sales performance. In particular, we believe this can provide a useful measure 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. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. Please see above for a
 discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most
 comparable U.S. GAAP measure, for 2024 and 2023.
 Adjusted EBITDA represents 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 not a measure calculated in accordance with U.S. GAAP. Adjusted EBITDA 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, certain acquisition costs and a loss contingency related to a regulatory matter 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. Adjusted EBITDA is
 not a measure calculated in accordance with U.S. GAAP. Please see above for a discussion of the limitations of Adjusted
 EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S. GAAP measure in the Non-
 GAAP Financial Measures section of this filing.
 Highlights and Trends
 Number of Clients
 We had approximately 17,300 clients as of December 31, 2024, down slightly compared to our client base as of December
 31, 2023.
 Our client base reflects our global footprint and our commercial expansion in existing markets, our continued development
 of large clients in the Retail vertical, especially in ecommerce, our ex pansion of midmarket clients and our penetration into
 the consumer brand vertical through some of our Retail Media offerings. We expect to continue to focus our attention and
 investment on further growing our client base across all regions, client categories and verticals, with continued strong focus
 on ecommerce.

 Client Retention
 We believe our ability to retain and grow revenue from our existing clients is a useful indicator of the stability of our revenue
 base and the long-term value of our client relationships. Our offering, the Criteo Commerce Media Platform, is powered by
 AI technology and aims to cover the entire marketing funnel (Awareness, Audience Targeting, Conversion). Our technology
 is optimized to drive impactful business outcomes from marketing and monetization for retailers and brands. We measure
 our client satisfaction through our ability to retain them and the revenue they generate quarter after quarter.
 We define client r etention rate as the percentage of live clients during the previous quarter that continued to be live clients
 during the current quarter. This metric is calculated on a quarterly basis, and for annual periods, we use an average of the
 quarterly metrics. We define a live client as a client whose advertising campaign has or had been generating revenue for
 us on any day over the relevant measurement period. In each of 2024, 2023 and 2022, our client retention rate was
 approximately 90%.
 Seasonality
 Our client base consists primarily of businesses in the digital Retail, Travel and Classifieds industries, which we define as
 commerce clients. In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the
 largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday
 spending by consum ers. With respect to Retail Media, the concentration of advertising spend in the fourth quarter of the
 calendar year is particularly pronounced. Our Retail clients typically conduct fewer advertising campaigns in the first and
 second quarters than they do in other quarters, wh ile our Travel clients typically increase their travel campaigns in the first
 and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, our revenue tends to be
 seasonal in nature, but the impact of this seasonality has, to date, been partly offset by our significant growth and
 geographic expansion. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate
 materially from period to period.
 Our Contribution ex-TAC for 2024 was $1,121.5 million, an 11% increase over 2023, at constant currency. This
 performance was mainly driven by growth in Retail Media. We are focused on maximizing our Contribution ex-TAC on an
 absolute basis. We believe this focus builds sustainable long-term value for our business by fortifying a number of our
 competitive strengths, including access to digital advertising inventory, breadth and depth of data and continuous
 improvement of the Criteo AI Engine's performance, allowing us to deliver more relevant advertisements at scale.
 Our Adjusted EBITDA for 2024 was $390.1 million, a 29% increase over 2023. Our increase in Adjusted EBITDA for 2024
 compared to 2023 was primarily the result of the 10% increase in Contribution ex-TAC over the period, partly offset by a
 3% increase in our Non-GAAP operating expenses. This drove a 35% adjusted EBITDA margin in 2024. Going forward, we
 intend to continue to optimize our operating model while continuing investments in AI innovation and scaling Retail Media
 capabilities. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP. Please see above for a
 discussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most
 comparable U.S. GAAP measure.

 F. Safe Harbor.
 This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and
 Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See "Special Note
 Regarding Forward-Looking Statements."

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 We are mainly exposed to changes of foreign currency exchange rate fluctuations.

 For a description of our foreign exchange risk and a sensitivity analysis of the impact of foreign currency exchange rates on
 our net income, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
 Operations – B. Liquidity and Capital Resources" in this Form 10-K.

 Item 8. Financial Statements and Supplementary Data
 The information required by Item 8 is set forth on pages F-1 through F-46 of this Form 10-K.

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 There have been no changes in our independent registered public accounting firm, Deloitte & Associ s, or disagreements
 with our accountants on matters of accounting and financial disclosure.

 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
 Criteo carried out an evaluation as of December 31, 2024, under the supervision and with the participation of our
 management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure
 controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure
 controls and procedures are controls and other procedures designed to reasonably assure that information required to be
 disclosed in our reports filed or furnished under the Exchange Act, such as this Form 10-K, is recorded, processed,
 summarized and reported within the time periods specified in the SEC's rules and forms.
 Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and
 communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely
 decisions regarding required disclosure.
 Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31,
 2024, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide
 reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act
 is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that
 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.
 Management's Annual Report on Internal Control Over Financial Reporting
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
 term is defined in Rule 13a-15(f) under the Exchange Act. Our management assessed, with the oversight of our board of
 directors, the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this
 assessment, our management used the criteria established in the Internal Control—Integrated Framework (2013) issued by
 the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management
 has concluded that the Company's internal control over financial reporting was effective as of December 31, 2024. The
 effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by
 Deloitte & Associ s, our independent registered public accounting firm, as stated in its attestation report, which appears on
 page F-2 of this Form 10-K.
 Changes in Internal Control Over Financial Reporting
 There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and
 15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2024, that have materially
 affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
 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 decisions 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 not be detected.

 Item 9B. Other Information
 During the three months ended December 31, 2024, no 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.

 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance
 The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be
 included in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the
 SEC, and is incorporated herein by reference.
 We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our
 employees, officers (including our chief executive and senior financial officers), directors, temporary workers and interns.
 The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of
 our board of directors is responsible for overseeing the Code of Conduct and our board of directors is required to approve
 any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to
 the Code of Conduct, or any waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq
 will be disclosed on our website.

 Item 11. Executive Compensation
 The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual
 Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
 Matters
 The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual
 Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

 Item 13. Certain Relationships and Related Transactions, and Director Independence
 The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual
 Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

 Item 14. Principal Accounting Fees and Services
 The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual
 Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

 Item 15. Exhibits and Financial Statement Schedules
 (a) Financial Statements
 The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as
 part of this Form 10-K. All schedules are omitted because they are not applicable or the required information is shown in
 the financial statements or notes thereto.
 (b) Exhibits

 Incorporated by Reference

 Description

 Schedul
 e/ Form

 File Number

 File Date

 2.1

 Merger Agreement, dated as of October 3, 2016, by
 and among Criteo Corp., TBL Holdings, Inc.,
 HookLogic, Inc. and Fortis Advisors LLC

 2.1

 October 4, 2016

 2.2

 Amended and Restated Framework Purchase
 Agreement, dated as of August 1, 2022, by and
 among the Company, Sellers, Mr. Ljubisa Bogunovic
 in his capacity as trustee of the "IW General
 Management Trust" and Mr. Boris Mouzykantskii

 2.1

 August 5, 2022

 3.1#

 Updated By-laws (as of February 28, 2025)
 (English translation)

 4.1

 Amended and Restated Deposit Agreement, dated as
 of December 28, 2021, among the Company, the
 Bank of New York Mellon, as depositary, and all
 owners and holders from time to time of American
 Depositary Shares issued thereunder

 4.1

 December 29, 2021

 4.2#

 Agreement to Furnish Debt Instruments

 4.3

 Description of Registrant's Securities

 4.3

 March 2, 2020

 10.1

 2014 Stock Option Plan (including forms of Stock
 Option Grant Agreement and Exercise Notice)

 S-8

 333-197373

 99.1

 July 11, 2014

 10.2

 Amended 2016 Stock Option Plan (including forms of
 Stock Option Grant Agreement and Exercise Notice)
 (English Translation)

 S-8

 333-273476

 99.1

 July 27, 2023

 10.3

 Summary of BSA Terms and Conditions

 10.7

 February 29, 2016

 10.4

 Form of BSA Grant Document (English
 translation)

 10.9

 March 1, 2017

 10.5

 Amended and Restated 2015 Time-Based Restricted
 Stock Units Plan (including form of Grant Letter)
 (English Translation)

 S-8

 333-273476

 99.2

 July 27, 2023

 10.6

 Amended and Restated 2015 Performance-Based
 Restricted Stock Units Plan (including form of Grant
 Letter) (English Translation)

 S-8

 333-280977

 99.3

 July 24, 2024

 10.7

 Criteo Executive Bonus Plan

 10.15

 February 29, 2016

 10.8

 Amendment and Restatement Agreement, dated
 as of March 29, 2017, by and among the
 registrant, as borrower, and BNP Paribas, Cr dit
 Lyonnais (LCL), HSBC France, Natixis and
 Soci t G n rale Corporate & Investment
 Banking

 4.1

 March 30, 2017

 Incorporated by Reference

 Description

 Schedul
 e/ Form

 File Number

 File Date

 10.9

 Form of Offer to Directors, Officers or Specifically
 Designated Persons to Subscribe Liability
 Insurance and Provide Indemnification

 10.22

 March 1, 2019

 10.10

 Management Agreement between the registrant
 and Megan Clarken, dated October 2, 2019

 10.1

 October 30, 2019

 10.11

 Amendment to Management Agreement between
 the registrant and Megan Clarken, dated
 November 22, 2019

 10.18

 March 2, 2020

 10.12

 Multicurrency Revolving Facility Agreement, dated as
 of September 27, 2022, among the Company, certain
 of its subsidiaries, the lenders party thereto from time-
 to-time, BNP Paribas, Cr dit Lyonnais (LCL), HSBC
 Continental Europe and Soci t G n rale, as
 bookrunners and mandated lead arrangers, Bank of
 Montreal Europe PLC, Citibank N.A., London Branch
 and Cr dit Industriel et Commercial (CIC), as
 mandated lead arrangers, BNP Paribas, as
 coordinator and documentation agent, Soci t
 G n rale, as agent, and Soci t G n rale and HSBC
 Continental Europe, as sustainability coordinators

 10.1

 September 28, 2022

 10.13

 Amendment Agreement, dated as of November 17,
 2023, between the Company, as borrower and
 guarantor, and Soci t G n rale, as agent**

 10.21

 February 23, 2024

 10.14

 Amended and Restated Executive Employment
 Agreement, between Criteo Corp. and Brian Gleason,
 effective as of July 1, 2024

 10.1

 October 30, 2024

 10.15

 Transition Agreement between Criteo Corp. and
 Megan Clarken, dated August 26, 2024

 10.1

 August 26, 2024

 10.16 #

 Amended and Restated Executive Employment
 Agreement, between Criteo Corp. and Ryan Damon,
 effective as of November 1, 2024

 10.17 #

 Amended and Restated Executive Employment
 Agreement, between Criteo Corp. and Sarah
 Glickman, effective as of November 1, 2024

 10.18

 Management Agreement between Criteo Corp. and
 Michael Komasinski, effective as of February 15,
 2025

 10.1

 January 14, 2025

 19.1#

 Criteo Insider Trading Policy

 21.1#

 List of Subsidiaries

 23.1#

 Consent of Deloitte & Associ s

 24.1

 Power of Attorney (including on the signature page to
 this report)

 31.1#

 Certificate of Chief Executive Officer pursuant to
 Section 302 of the Sarbanes-Oxley Act of 2002

 31.2#

 Certificate of Chief Financial Officer pursuant to
 Section 302 of the Sarbanes-Oxley Act of 2002

 32.1*

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

 97.1

 Criteo S.A. Clawback Policy adopted October 26,
 2023

 97.1

 February 23, 2024

 Incorporated by Reference

 Description

 Schedul
 e/ Form

 File Number

 File Date

 101#

 The following financial statements from Criteo
 S.A.'s Annual Report on Form 10-K for the fiscal
 year ended December 31, 2024, formatted in
 Language): (i) the Consolidated Statements of
 Financial Position, (ii) the Consolidated
 Statements of Income, (iii) the Consolidated
 Statements of Comprehensive Income, (iv) the
 Consolidated Statements of Changes in
 Shareholders' Equity, (v) the Consolidated
 Statements of Cash Flows and (vi) Notes to
 Consolidated Financial Statements

 Cover Page Interactive Data File (formatted as

 Indicates management contract or compensatory plan.
 # Filed herewith.
 * Furnished herewith.
 ** Schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted
 schedule will be furnished to the Securities and Exchange Commission upon request.

 Item 16. Form 10-K Summary
 Not applicable.

 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.

 By:

 /s/ Michael Komasinski

 Michael Komasinski

 Chief Executive Officer

 POWER OF ATTORNEY
 KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
 appoints Michael Komasinski her or his attorney-in-fact, each with the power of substitution, for her or him in any and all
 capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and
 other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
 all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
 persons in the capacities and on the dates indicated below.

 Signature

 Title

 Date

 /s/ Michael Komasinski

 Chief Executive Officer and Director
 (Principal Executive Officer)

 Michael Komasinski

 /s/ Sarah Glickman

 Chief Financial Officer (Principal
 Financial Officer and Principal
 Accounting Officer)

 Sarah Glickman

 /s/ Nathalie Balla

 Nathalie Balla

 /s/ Marie Lalleman

 Marie Lalleman

 /s/ Edmond Mesrobian

 Edmond Mesrobian

 /s/ Hubert de Pesquidoux

 Hubert de Pesquidoux

 /s/ Rachel Picard

 Rachel Picard

 /s/ Frederik van der Kooi

 Frederik van der Kooi

 /s/ Ernst Teunissen

 Ernst Teunissen

 Index to Consolidated Financial Statements

 Page

 Reports of Deloitte & Associ s, Independent Registered Public Accounting Firm (PCAOB ID No. 1756)

 Consolidated Statements of Financial Position as of December 31, 2024 and 2023

 Consolidated Statements of Income for the Years Ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

 Notes to the Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the shareholders and the Board of Directors of Criteo S.A.
 Opinion on the Financial Statements
 We have audited the accompanying consolidated statements of financial position of Criteo S.A. and subsidiaries (the
 "Company") as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive
 income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and
 the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present
 fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results
 of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity
 with accounting principles generally accepted in the United States of America.
 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
 States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria
 established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
 the Treadway Commission and our report dated February 28, 2025, expressed an unqualified opinion on the
 Company's internal control over financial reporting.
 Basis for Opinion
 These financial statements are the responsibility of the Company's management. Our responsibility is to express an
 opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with
 the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
 securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the financial statements are free of material
 misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
 misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
 those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
 the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
 made by management, as well as evaluating the overall presentation of the financial statements. We believe that our
 audits provide a reasonable basis for our opinion.
 Critical Audit Matter
 The critical audit matter communicated below is a matter arising from the current-period audit of the financial
 statements that was communicated or required to be communicated to the audit committee and that (1) relates to
 accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
 subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
 the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing
 separate opinions on the critical audit matter or on the accounts or disclosures to which is relates.
 Revenue — Refer to Note 1 to the financial statements
 Critical Audit Matter Description
 The Company primarily generates revenue by delivering digital personalized display advertisements and by providing
 access to its online trading platform to brands, agencies and retailers for the monetization of digital advertising
 inventory.

 Display advertisements are generally sold based on a click or impression-based pricing model and revenue is
 recognized when an ad is clicked on or displayed to the end user.
 For the use of its online trading platform the Company charges a fee based on a percentage of working media spend,
 and recognizes revenue when digital advertising inventory is monetized through the platform.
 Because of the nature of the Company's revenue, which is made up of a significant volume of low-dollar value
 transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to
 process and record its revenue transactions.
 We identified revenue as a critical audit matter because the Company's systems to process and record its revenue
 transactions are highly automated and thus required significantly more involvement and effort from our information
 technology (IT) internal specialist team to identify, test, and evaluate the Company's system, software applications, and
 automated controls.
 How the Critical Audit Matter Was Addressed in the Audit
 Our audit procedures related to the Company's systems to process revenue transactions included the following, among
 others:
 • With the assistance of our IT specialists, we:
 – Identified the relevant applications and systems used to process revenue transactions and tested the
 general IT controls over these applications and systems, including testing of user access controls,
 change management and data conversion controls, and Datacenter and Network Operations.
 – Performed testing of system interface controls and automated controls within the relevant revenue
 solutions, as well as the controls designed to address the occurrence, accuracy and completeness of
 revenue.
 • We tested internal controls within the revenue business process, including those in place to reconcile the
 various applications to the Company's general ledger.
 • With the assistance of our data specialists, we tested the underlying data of the revenue transactions by
 agreeing the events recognized in the financial statements to the source transactional systems and tested the
 mathematical accuracy of the recorded revenue.
 /s/ Deloitte & Associ s
 Paris-La D fense, France
 We have served as the Company's auditor since 2011.

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the shareholders and the Board of Directors of Criteo S.A.
 Opinion on Internal Control over Financial Reporting
 We have audited the internal control over financial reporting of Criteo S.A. and subsidiaries (the "Company") as of
 December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
 Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company
 maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based
 on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.
 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
 States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the
 Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.
 Basis for Opinion
 The Company's management is responsible for maintaining effective internal control over financial reporting and for its
 assessment of the effectiveness of internal control over financial reporting, included in the accompanying
 Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the
 Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with
 the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
 securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
 maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
 reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
 effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
 necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 Definition and Limitations of Internal Control over Financial Reporting
 A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies
 and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
 transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
 recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
 principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
 of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
 detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on
 the financial statements.
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
 Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
 inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
 deteriorate.
 /s/ Deloitte & Associ s
 Paris-La D fense, France

 Consolidated Statements of Financial Position

 Notes

 2024

 2023

 Assets

 Current assets:

 Cash and cash equivalents

 $ 290,693

 $ 336,341

 Trade receivables, net of allowances of $ 28.6 million and $ 43.3 million as of December 31, 2024 and
 December 31, 2023, respectively.

 800,859

 775,589

 Income taxes

 1,550

 2,065

 Other taxes

 53,883

 68,936

 Other current assets

 50,637

 48,291

 Restricted cash - current portion

 75,000

 Marketable securities - current portion

 26,242

 5,970

 Total current assets

 1,224,114

 1,312,192

 Property and equipment, net

 107,222

 126,494

 Intangible assets, net

 158,384

 180,888

 Goodwill

 515,188

 524,197

 Right of use assets - operating leases

 99,468

 112,487

 Marketable securities - noncurrent portion

 15,584

 16,575

 Noncurrent financial assets

 4,332

 5,294

 Other noncurrent assets

 61,151

 60,742

 Deferred tax assets

 81,006

 52,680

 Total noncurrent assets

 1,042,335

 1,079,357

 Total assets

 $ 2,266,449

 $ 2,391,549

 Liabilities and shareholders' equity

 Current liabilities:

 Trade payables

 $ 802,524

 $ 838,522

 Contingencies - current portion

 1,882

 1,467

 Income taxes

 34,863

 17,213

 Financial liabilities - current portion

 3,325

 3,389

 Lease liability - operating - current portion

 25,812

 35,398

 Other taxes

 19,148

 26,289

 Employee-related payables

 109,227

 113,287

 Other current liabilities

 49,819

 104,552

 Total current liabilities

 1,046,600

 1,140,117

 Deferred tax liabilities

 4,067

 1,083

 Retirement benefit obligation

 4,709

 4,123

 Financial liabilities - noncurrent portion

 Lease liability - operating - noncurrent portion

 77,584

 83,051

 Contingencies - noncurrent portion

 31,939

 32,625

 Other noncurrent liabilities

 20,156

 19,082

 Total noncurrent liabilities

 138,752

 140,041

 Total liabilities

 1,185,352

 1,280,158

 Commitments and contingencies

 Shareholders' equity:

 Common shares, 0.025 per value, 57,744,839 and 61,165,663 shares authorized, issued and
 outstanding at December 31, 2024 and December 31, 2023, respectively.

 1,931

 2,023

 Treasury stock, 3,467,417 and 5,400,572 shares at cost as of December 31, 2024 and December 31,
 2023, respectively.

 ( 125,298)

 ( 161,788)

 Additional paid-in capital

 709,580

 769,240

 Accumulated other comprehensive income (loss)

 ( 108,768)

 ( 85,326)

 Retained earnings

 571,744

 555,456

 Equity - attributable to shareholders of Criteo S.A.

 1,049,189

 1,079,605

 Noncontrolling interests

 31,908

 31,786

 Total equity

 1,081,097

 1,111,391

 Total equity and liabilities

 $ 2,266,449

 $ 2,391,549

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

 Consolidated Statements of Income

 Notes

 2024

 2023

 2022

 (in thousands, except share and per share data)

 Revenue

 Cost of revenue

 Traffic acquisition costs

 811,806

 926,839

 1,088,779

 Other cost of revenue

 138,512

 159,562

 133,024

 Gross profit

 982,971

 863,044

 795,200

 Operating expenses:

 Research and development expenses

 279,341

 242,289

 187,596

 Sales and operations expenses

 376,090

 406,012

 377,996

 General and administrative expenses

 176,138

 137,525

 205,330

 Total operating expenses

 831,569

 785,826

 770,922

 Income from operations

 151,402

 77,218

 24,278

 3,095

 ( 2,490)

 17,783

 Income before taxes

 154,497

 74,728

 42,061

 39,784

 20,084

 31,186

 Net income available to shareholders of Criteo S.A.

 $ 111,571

 $ 53,259

 $ 8,952

 Net income available to noncontrolling interests

 $ 3,142

 $ 1,385

 $ 1,923

 Net income allocated to shareholders per share:

 Basic

 $ 2.04

 $ 0.95

 $ 0.15

 Diluted

 $ 1.90

 $ 0.88

 $ 0.14

 Weighted average shares outstanding used in
 computing per share amounts:

 Basic

 54,817,136

 56,170,658

 60,004,707

 Diluted

 58,605,529

 60,231,627

 62,760,198

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

 Consolidated Statements of Comprehensive Income

 2024

 2023

 2022

 Other comprehensive income (loss):

 Foreign currency translation differences, net of taxes

 ( 26,701)

 4,153

 ( 59,001)

 Foreign currency translation differences

 ( 26,701)

 4,153

 ( 59,001)

 Income tax effect

 —

 —

 —

 Actuarial gains on employee benefits, net of taxes

 ( 187)

 2,969

 Actuarial (loss) gain on employee benefits

 ( 214)

 3,311

 Income tax effect

 ( 30)

 ( 342)

 Comprehensive income (loss)

 87,825

 59,061

 ( 45,157)

 Attributable to shareholders of Criteo S.A.

 88,126

 59,874

 ( 40,721)

 Attributable to non-controlling interests

 $ ( 301)

 $ ( 813)

 $ ( 4,436)

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

 Consolidated Statements of Changes in Shareholders' Equity

 Share capital

 Treasury stock

 Additional
 paid-in capital

 Accumulated
 other
 comprehensi
 ve (loss)
 income

 Retained
 earnings

 Equity -
 attributable to
 shareholders
 of Criteo S.A.

 Noncontrollin
 g interests

 Total equity

 (in thousands, except share data)

 (Common shares)

 (Shares)

 Balance at January 1, 2022

 65,883,347

 $ 2,149

 ( 5,207,873)

 $ ( 131,560)

 $ 731,248

 $ ( 40,294)

 $ 601,588

 $ 1,163,131

 $ 35,189

 $ 1,198,320

 —

 —

 —

 —

 —

 —

 8,952

 8,952

 1,923

 10,875

 Other comprehensive income (loss)

 —

 —

 —

 —

 —

 ( 51,596)

 —

 ( 51,596)

 ( 4,436)

 ( 56,032)

 Issuance of ordinary shares

 97,767

 —

 —

 —

 —

 —

 Change in treasury stock (1)

 ( 2,732,386)

 ( 72)

 ( 777,231)

 ( 42,733)

 ( 59,984)

 —

 ( 32,896)

 ( 135,685)

 —

 ( 135,685)

 Shared-based compensation

 —

 —

 —

 —

 62,782

 —

 —

 62,782

 63,171

 Other changes in equity

 —

 —

 —

 —

 —

 —

 Balance at December 31, 2022

 63,248,728

 $ 2,079

 ( 5,985,104)

 $ ( 174,293)

 $ 734,492

 $ ( 91,890)

 $ 577,653

 $ 1,048,041

 $ 33,065

 $ 1,081,106

 —

 —

 —

 —

 —

 —

 53,259

 53,259

 1,385

 54,644

 Other comprehensive income (loss)

 —

 —

 —

 —

 —

 6,616

 —

 6,616

 ( 2,199)

 4,417

 Issuance of ordinary shares

 101,935

 —

 —

 1,945

 —

 —

 1,948

 —

 1,948

 Change in treasury stock (2)

 ( 2,185,000)

 ( 59)

 584,532

 12,505

 ( 62,429)

 —

 ( 75,506)

 ( 125,489)

 —

 ( 125,489)

 Shared-based compensation

 —

 —

 —

 —

 95,236

 —

 —

 95,236

 95,263

 Other changes in equity

 —

 —

 —

 —

 ( 4)

 ( 52)

 ( 6)

 ( 492)

 ( 498)

 Balance at December 31, 2023

 61,165,663

 $ 2,023

 ( 5,400,572)

 $ ( 161,788)

 $ 769,240

 $ ( 85,326)

 $ 555,456

 $ 1,079,605

 $ 31,786

 $ 1,111,391

 —

 —

 —

 —

 —

 —

 111,571

 111,571

 3,142

 114,713

 Other comprehensive income (loss)

 —

 —

 —

 —

 —

 ( 23,446)

 —

 ( 23,446)

 ( 3,442)

 ( 26,888)

 Issuance of ordinary shares

 169,176

 —

 —

 4,546

 —

 —

 4,550

 —

 4,550

 Change in treasury stock (3)

 ( 3,590,000)

 ( 96)

 1,933,155

 36,490

 ( 168,781)

 —

 ( 92,211)

 ( 224,598)

 —

 ( 224,598)

 Shared-based compensation

 —

 —

 —

 —

 104,575

 —

 —

 104,575

 104,791

 Other changes in equity

 —

 —

 —

 —

 —

 ( 3,072)

 ( 3,068)

 ( 2,862)

 Balance at December 31, 2024

 57,744,839

 $ 1,931

 ( 3,467,417)

 $ ( 125,298)

 $ 709,580

 $ ( 108,768)

 $ 571,744

 $ 1,049,189

 $ 31,908

 $ 1,081,097

 (1) On February 3, 2022 Criteo's Board of Directors extended a share repurchase program of up to $ 280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 5,135,359
 shares repurchased at an average price of $ 26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled.
 (2) On December 7, 2023, Criteo's Board of Directors extended a 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 4,286,624
 shares repurchased at an average price of $ 30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled.
 (3) 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 5,976,764 shares repurchased at an average price of $ 37.6 offset by 2,366,158 treasury shares used for RSUs vesting, by 1,953,761 treasury shares used for LUSs vesting and by 3,590,000 treasury shares cancelled.
 The accompanying notes form an integral part of these consolidated financial statements.

 Consolidated Statements of Cash Flows

 2024

 2023

 2022

 Cash flows from operating activities

 Non-cash and non-operating items

 192,118

 103,369

 185,029

 Amortization and provisions

 87,754

 72,336

 150,261

 Payment for contingent liability on regulatory matters

 —

 ( 43,334)

 —

 Equity awards compensation expense

 106,613

 97,185

 65,034

 Net loss (gain) on disposal of noncurrent assets

 1,918

 ( 7,929)

 ( 194)

 Change in uncertain tax positions

 1,757

 ( 880)

 Net change in fair value of Earn-out

 1,007

 2,344

 Change in deferred taxes

 ( 26,040)

 ( 23,588)

 3,602

 Change in income taxes

 19,389

 4,424

 ( 10,952)

 Other

 ( 280)

 2,811

 ( 23,905)

 Changes in assets and liabilities

 ( 48,670)

 66,233

 60,081

 (Increase) / Decrease in trade receivables

 ( 28,516)

 ( 56,344)

 ( 41,910)

 Increase / (Decrease) in trade payables

 ( 17,160)

 87,937

 133,792

 (Increase) / Decrease in other current assets

 10,142

 ( 5,616)

 ( 14,687)

 Increase / (Decrease) in other current liabilities

 ( 11,314)

 40,952

 ( 17,862)

 Change in operating lease liabilities and right of use assets

 ( 1,822)

 ( 696)

 Net cash provided by operating activities

 258,161

 224,246

 255,985

 Cash flows from investing activities

 Acquisition of intangibles assets, property and equipment

 ( 78,112)

 ( 116,115)

 ( 63,815)

 Disposal of intangibles assets, property and equipment

 1,476

 1,804

 7,970

 Proceeds from disposal of investments

 —

 8,847

 —

 Payment for businesses, net of cash acquired

 ( 527)

 ( 6,825)

 ( 138,027)

 Purchases of marketable securities

 ( 26,688)

 ( 22,471)

 ( 19,373)

 Maturities and sales of marketable securities

 5,950

 26,048

 47,126

 Net cash used in investing activities

 ( 97,901)

 ( 108,712)

 ( 166,119)

 Cash flows from financing activities

 Proceeds from borrowings under line-of-credit agreement

 —

 —

 78,513

 Repayment of borrowings under line-of-credit agreement

 —

 —

 ( 78,513)

 Proceeds from capital increase

 4,550

 1,945

 1,028

 Repurchase of treasury stocks

 ( 224,595)

 ( 125,489)

 ( 135,685)

 Change in other financial liabilities

 —

 ( 265)

 Cash payment for contingent consideration

 ( 51,983)

 ( 22,025)

 —

 Other financing activities

 1,529

 ( 1,920)

 21,878

 Net cash used in financing activities

 ( 270,499)

 ( 147,254)

 ( 113,044)

 Effect of exchange rate changes on cash and cash equivalents and restricted cash

 ( 10,159)

 ( 5,139)

 ( 44,148)

 Net increase (decrease) in cash and cash equivalents and restricted cash

 ( 120,398)

 ( 36,859)

 ( 67,326)

 Net cash and cash equivalents and restricted cash at the beginning of the period

 411,341

 448,200

 515,526

 Net cash and cash equivalents and restricted cash at the end of the period

 $ 290,943

 $ 411,341

 $ 448,200

 Supplemental cash flow information

 Cash paid for taxes, net of refunds

 $ ( 40,705)

 $ ( 40,127)

 $ ( 38,124)

 Cash paid for interest, net of amounts capitalized

 $ ( 1,360)

 $ ( 1,539)

 $ ( 1,298)

 Non-cash investing and financing activities:

 Intangible assets, property and equipment acquired through payables

 $ 1,758

 $ 3,346

 $ 25,414

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

 Notes to the Consolidated Financial Statements
 Criteo S.A. was initially incorporated as a soci t par actions simplifi e, 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 soci t 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".

 Note 1. Principles and Accounting Methods
 Basis of Pres entation
 We prepared the consolidated financial statements in accordance with the U.S. generally accepted accounting
 principles ("GAAP"). The consolidated financial statements include the accounts of Criteo S.A. and its subsidiaries
 where we have controlling financial interests. I ntercompany transactions and balances have been eliminated.
 The table below presents at each period's end and for all entities included in the consolidation scope the following
 information: the country of incorporation and the percentage of voting rights and ownership interests.

 2024

 2023

 Country

 Voting rights

 Ownership
 Interest

 Voting rights

 Ownership
 Interest

 Consolidation Method

 Parent company

 Criteo S.A

 100 %

 100 %

 100 %

 100 %

 Parent company

 French subsidiaries

 Criteo France SAS

 100 %

 100 %

 100 %

 100 %

 Criteo Technology

 100 %

 100 %

 100 %

 100 %

 Foreign subsidiaries

 Criteo Ltd

 United Kingdom

 100 %

 100 %

 100 %

 100 %

 Criteo Corp.

 United States

 100 %

 100 %

 100 %

 100 %

 Doobe In Site Ltd.

 Israel

 100 %

 100 %

 100 %

 100 %

 Criteo GmbH

 Germany

 100 %

 100 %

 100 %

 100 %

 Criteo Nordics AB

 Sweden

 100 %

 100 %

 100 %

 100 %

 Criteo Korea Ltd.

 Korea

 100 %

 100 %

 100 %

 100 %

 Criteo KK

 Japan

 66 %

 66 %

 66 %

 66 %

 Criteo do Brasil Desenvolvimento De Servi os De Internet Ltda.

 Brazil

 100 %

 100 %

 100 %

 100 %

 Criteo BV

 The Netherlands

 100 %

 100 %

 100 %

 100 %

 Criteo Australia Pty Ltd

 Australia

 100 %

 100 %

 100 %

 100 %

 Criteo Srl

 Italy

 100 %

 100 %

 100 %

 100 %

 Criteo Advertising (Beijing) Co. Ltd

 China

 100 %

 100 %

 100 %

 100 %

 Brandcrush Pty Ltd

 Australia

 100 %

 100 %

 100 %

 100 %

 Criteo Singapore Pte. Ltd.

 Singapore

 100 %

 100 %

 100 %

 100 %

 Criteo LLC

 Russia

 100 %

 100 %

 100 %

 100 %

 Criteo Europa MM S.L.

 Spain

 100 %

 100 %

 100 %

 100 %

 Criteo Espa a S.L.

 Spain

 100 %

 100 %

 100 %

 100 %

 Criteo Canada Corp.

 Canada

 100 %

 100 %

 100 %

 100 %

 Criteo Reklamc l k Hizmetleri ve Ticaret Anonim irketi

 Turkey

 100 %

 100 %

 100 %

 100 %

 Criteo MEA FZ-LLC

 United Arab
 Emirates

 100 %

 100 %

 100 %

 100 %

 Criteo India Private Limited

 India

 100 %

 100 %

 100 %

 100 %

 Bidswitch GmbH

 Switzerland

 100 %

 100 %

 100 %

 100 %

 Bidswitch Inc.

 United States

 100 %

 100 %

 100 %

 100 %

 Iponweb GmbH

 Switzerland

 100 %

 100 %

 100 %

 100 %

 Iponweb GmbH (1)

 Deutschland

 — %

 — %

 100 %

 100 %

 Iponweb Limited

 United Kingdom

 100 %

 100 %

 100 %

 100 %

 Iponweb Labs Limited

 Cyprus

 100 %

 100 %

 100 %

 100 %

 The MediaGrid Inc.

 United States

 100 %

 100 %

 100 %

 100 %

 Iponweb Labs LLC

 Armenia

 100 %

 100 %

 100 %

 100 %

 Criteo Technology SRL

 Romania

 100 %

 100 %

 — %

 — %

 (1) Merged with Criteo GmbH.

 Functional Currency and Translation of Financial Statements in Foreign Currency
 The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of
 the Parent, the euro. The statements of financial position of consolidated entities having a functional currency
 different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at
 the statement of financial position date) and the statements of income, statements of comprehensive income and
 statements of cash flow of such consolidated entities are translated at the average period to date exchange rate.
 The resulting translation adjustments are included in equity under the caption "Accumulated other comprehensive
 income (loss)" in the Consolidated Statements of Changes in Shareholders' Equity.
 Conversion of Foreign Currency Transactions
 Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction
 date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange
 prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of
 Income in "Other financial income (expense)" with the exception of exchange differences arising from monetary
 items that form part of the reporting entity's net investment in a foreign operation which are recognized in other
 comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment.
 Use of Estimates
 The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to
 make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. Actual results could differ from these estimates.
 On an on-going basis, management evaluates its estimates, primarily those related to: (1) 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.
 In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting
 in a change in the estimated useful life of certain servers and network equipment from five to six years. This
 change in accounting estimate will be effective beginning fiscal year 2025.
 Operating Segments
 We report our financial results based on two reportable segments: Retail Media and Performance Media.
 The reported segment information is based on internal management data used for business performance analysis
 and resource allocation, following the management approach. An operating segment is a component of the
 Company for which separate financial information is available that is evaluated regularly by our Chief Operating
 Decision Maker ("CODM") in deciding how to allocate resources and assessing performance.
 Beginning in 2024, as a result of the integration of the Iponweb acquisition, 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 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 did not impact our results of operations, financial position, or cash
 flows. Refer to Note 4 for further discussion.
 Business combinations
 We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the
 purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair
 values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded
 as goodwill. Acquisition-related expenses are recognized separately from the business combination and are
 expensed as incurred.

 Internally Developed Software and Software as a Service
 Intangible assets include costs to develop software to be used solely to meet internal needs and cloud based
 applications used to deliver our services. We capitalize development costs related to these software applications
 once the preliminary project stage is complete and it is probable that the project will be completed and the
 software will be used to perform the function i ntended. Amortization of these costs begins when the assets are
 placed in service and is calculated on a straight-line basis over their lives, generally estimated at three years.
 Internally developed software and software in progress are periodically reviewed for impairment. Internally
 developed software deemed no longer in use due to replacements or strategic business decisions are assessed
 for impairment. The fair value is determined using a future cash flow model. Projects no longer deemed probable
 of completion are recorded to impairment expense in the period the project is identified as no longer probable of
 completion. Impairment losses are recorded as Research and Development expense in the Consolidated
 Statement of Income.
 Cloud computing arrangements ("CCAs"), such as software as a service ("SaaS") and other hosting
 arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software
 development costs.
 If a CCA includes a software license, the software license element of the arrangement is accounted for in a
 manner consistent with the acquisition of other software licenses. If a CCA does not include a software license,
 the service element of the arrangement is accounted for as a service contract. The Company capitalizes certain
 implementation costs for its CCAs that are service contracts, which are included in other current assets. The
 Company amortizes capitalized implementation costs in a CCA over the life of the service contract.
 Property and Equipment
 Property and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment
 loss. Depreciation is calculated on a straight-line basis over the assets' estimated useful lives. Management
 determines the appropriate useful life of property and equipment when those assets are initially recognized and it
 is routinely reviewed. Our current estimate of useful lives represents the best estimate based on current facts and
 circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in
 the planned use of assets, and technological advancements. When we change the estimated useful life
 assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and
 depreciated or amortized over the revised estimated useful life.
 The estimated useful lives of property and equipment are described below:
 Servers....................................................................................................................................................... 5 years
 Furniture and IT equipments............................................................................................................... 3 to 5 years
 Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.
 The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate
 that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate.
 If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than
 the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair
 value. Fair value is estimated based on discounted future cash flows.
 Goodwill and Acquired Intangible Assets
 Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and
 intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized
 over their useful lives.
 The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events
 or changes in circumstances warrant a revision to the remaining periods of amortization.
 Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in
 circumstances indicate that the carrying value may not be recoverable. The Company has determined that it
 operates as two reporting units. Goodwill has been allocated to these two reporting units using a relative fair value
 allocation approach. In 2024, the Company voluntarily changed its goodwill and indefinite-lived intangible asset
 annual impairment test date from December 31 to October 1. Refer to Note 10 for further information.

 In the impairment assessment of its goodwill, the Company performs an impairment test, which involves
 assumptions regarding estimated future cash flows of the Company. The estimated future cash flows are used to
 derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill. If these
 estimates or their related assumptions change in the future, the Company may be required to record impairment
 on these assets. If the net book value exceeds its implied fair value, then the Company would be required to
 recognize an impairment loss in the Consolidated Statement of Income.
 Acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment
 loss. Acquired intangible assets are amortized over their estimated useful lives of three to nine years on a straight-
 line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such
 as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the
 financial and economic environment indicate that the carrying amount of an asset may be impaired.
 Leases
 The Company leases space under noncancellable operating leases for offices and data centers. Office leases
 typically include rent free periods and rent escalation periods, and may also include leasehold improvement
 incentives. Leases for data centers may also include rent free periods and rent escalation periods. Both office and
 data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical
 costs, and other service charges). Non-lease components are accounted for separately.
 Leases typically contain options to renew, and/or early terminate the lease. Options have been included in the
 lease term if management has determined it is reasonably certain that they will be exercised, at lease
 commencement.
 Operating lease liabilities are recognized based on the present value of the future minimum lease payments over
 the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses
 its incremental borrowing rate at lease commencement to determine the present value of future payments. It is
 then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement
 date.
 Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable
 costs include changes in indexation and are expensed in the period incurred.
 Accounts Receivable
 The Company carries the accounts receivable at original invoiced amount less an allowance for any potential
 uncollectible amounts. Receivables are presented on a gross basis and are not netted against the payments we
 are required to make to advertising inventory publishers.
 The Company applies Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on
 Financial Instruments, which requires the measurement and recognition of expected credit losses for financial
 assets held at amortized cost that an entity does not expect to collect over the asset's contractual life, considering
 past events, current conditions, and reasonable and supportable forecasts of future economic conditions.
 For accounts receivable measured at amortized cost, the Company uses aging analysis, and probability of default
 methods to evaluating and estimating the expected credit losses. A receivable is considered past due if we have
 not received payments based on agreed-upon terms.
 Allowances for credit losses on trade receivables are recorded in "Sales and operations expenses" in the
 Consolidated Statements of Income. The Company generally does not require any security or collateral to support
 its receivables.
 Derivative financial instruments
 The Company buys and sells derivative financial instruments in order to manage and reduce exposure to the risk
 of exchange rate fluctuations. The Company only deals with major financial institutions. Financial instruments may
 only be classified as hedges when we can demonstrate and document the effectiveness of the hedging
 relationship at inception and throughout the life of the hedge. Generally, derivatives are not designated as hedging
 instruments and mainly consist of forward buying contracts that are use to hedge intercompany transactions and
 other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

 The Company recognizes gains and losses on these contracts, as well as the related costs in the financial income
 (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.
 The cash impact of the settlement of hedging derivatives in cash from (used for) financing activities is reported in
 the Consolidated Statements of Cash Flows. This results in the cash flows from derivative instruments to be
 classified in the same category as the underlying cash flows.
 Derivative instruments are considered level 2 financial instruments as they are measured using valuation
 techniques based on observable market data.
 Fair value measurements
 Fair value is defined as the market price that would be received from selling an asset or paid to transfer a liability
 in an orderly transaction between market participants at the measurement date. To determine the fair value
 measurements for assets and liabilities which are required to be recorded at fair value, observable inputs are
 given preference over unobservable inputs. Fair value measurements are based on the following hierarchy, which
 prioritizes the inputs used to measure fair value into three levels:
 • Level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities
 • Level 2: fair value calculated using valuation techniques based on observable market data such as prices
 of similar assets and liabilities or parameters quoted in an active market
 • Level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs
 such as prices in an active market or a valuation based on multiples for unlisted companies.
 Cash, Cash Equivalents and Marketable Securities
 Cash and cash equivalents are comprised of cash on deposit with banks, money market funds and other highly
 liquid investments such as demand deposits with banks for which the carrying value approximates fair value due
 to their short-term nature. Cash equivalents include short-term, highly liquid investments, with a remaining
 maturity at the date of purchase of three months or less, or with a maturity of more than three months that can be
 early withdrawn without significant penalty or foregoing of interest, for which the risk of changes in value is
 considered to be insignificant.
 We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the
 cash equivalents definition. We classify marketable securities as either available-for-sale or held-to-maturity
 investments, depending on whether we have the positive intent and ability to hold the term deposits to maturity.
 Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of
 taxes, included in accumulated other comprehensive income (loss) in stockholders' equity.
 Our held-to-maturity investments are carried at amortized cost, and are subject to impairment assessments.
 Interest income generated from held-to-maturity investments is recorded as financial income.
 Concentration of Credit Risk
 Financial instruments that potentially subject the Company to significant concentrations of credit risk consist
 primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company's cash, cash
 equivalents and marketable securities are held and foreign exchange contracts are transacted with major financial
 institutions that the Company's management has assessed to be of high credit quality. The Company has not
 experienced any losses in such accounts.
 The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and
 monitoring agencies' and advertisers' accounts receivable balances. During the years ended December 31, 2024,
 2023 and 2022, no individual customer represented 10% or more of revenue.
 Employee Benefits
 Depending on the laws and practices of the countries in which we operate, employees may be entitled to
 compensation when they retire or to a pension following their retirement. For state-managed plans and other
 defined contribution plans, we recognize them as expenses when they become payable, our commitment being
 limited to our contributions.

 The liability with respect to defined benefit plans is estimated using the following main assumptions:
 • discount rate;
 • future salary increases;
 • employee turnover; and
 • mortality tables.
 Service costs are recognized in profit or loss and are allocated by function.
 Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the
 income statement over a specified period, which is generally the expected average remaining service period of
 the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial
 assumptions or experience adjustments (differences between the previous actuarial assumptions and what has
 actually occurred).
 Contingencies
 We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that
 arise in the ordinary course of business. Certain of these matters might include speculative claims for substantial
 or indeterminate amounts of damages. With respect to these matters, asserted and unasserted, we evaluate the
 associated developments on a regular basis and accrue a liability when we believe that it is both probable that a
 loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable
 possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the
 possible loss in the accompanying notes to the consolidated financial statements to the extent material. We
 review the developments in our contingencies that could affect the amount of the provisions that have been
 previously recorded, and the matters and related reasonably possible losses disclosed.

 Revenue Recognition
 We sell personalized digital display advertisements featuring product-level recommendations either directly to
 clients or to advertising agencies. We also provide technology to retailers and other companies in the ad-tech
 industry which enables them to monetize on their advertising properties, or connect them to other players in the
 ad-tech industry.
 Revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount
 that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine
 revenue recognition by applying the following steps:
 • Identification of the contract, or contracts, with a customer;
 • Identification of the performance obligations in the contract;
 • Determination of the transaction price;
 • Allocation of the transaction price to the performance obligations in the contract;
 • Recognition of revenue when, or as, we satisfy a performance obligations.
 We recognize revenues when we transfer control of promised services directly to our clients in an amount that
 reflects the consideration to which we expect to be entitled to in exchange for those services. Our pricing models
 include click and impression based pricing, and percentage of spend based pricing.
 Click and impression based pricing model
 For campaigns priced on a click or an impression basis, we bill our clients when a user clicks on an
 advertisement or an advertisement is displayed to a user. For these pricing models, we recognize revenue when a
 user clicks on an advertisement or an advertisement is displayed, as we consider the delivery of clicks or displays
 our performance obligation.
 Percentage of spend model
 Criteo offers an online trading platform through which brands, agencies, retailers, and supplier can buy and sell
 digital advertising inventory. Our platform connects sellers and buyers of media inventory in an online marketplace
 where suppliers provide advertising inventory to the platform and brands and agencies can submit bid requests on
 digital advertising inventory. The total volume of spending between buyers and sellers on the Company's platform
 is referred to as working media spend. We charge a fee based on a percentage of working media spend, for the
 use of our platform. We recognize revenues when customers buy and sell digital advertising inventory through our
 platform. We also generate revenue through providing additional professional services to our customers, such as
 billing and administrative services, campaign management, and other transactional services. For performance
 obligations satisfied over time, we recognize revenue based on a percentage of completion model measured by
 the outputs transferred to the customer.
 Principal versus Agent Considerations
 When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising
 inventory, we assess whether we act as principal or agent in the arrangement based on the degree we control the
 specified services before they are transferred to the customer. To determine whether we are acting as a principal
 or an agent we assess whether (i) we control the advertising inventory before it is transferred to our clients; (ii) we
 bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full
 discretion in establishing prices. If we determine that we control the service before transferring it to the customer,
 we conclude we act as principal and accordingly report the revenue earned and related costs incurred on a gross
 basis. For all other contracts where we do not control the service before transferring to the end customer, we act
 as an agent and accordingly report the revenue net of related costs incurred. The determination of whether we are
 acting as principal or agent requires judgment.
 In our Performance Media segment, we may act as principal or agent depending on the nature of the contract. In
 our Retail Media segment we act primarily as agent in our Retail Media segment
 Rebates and Incentives
 Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed incentives
 may represent payments to a customer directly related to entering into an agreement, which are capitalized and
 amortized over the expected life of the agreement on a straight-line basis.

 Variable rebates and incentives are calculated based on expected amount to be provided to customers and they
 are recognized as a reduction of revenue. We calculate these amounts based upon estimated customer
 performance, such as volume thresholds, and the terms of the related business agreements.
 Contract Assets and Liabilities
 We record contract liabilities when cash payments are received or due in advance of our performance. Our
 payment terms vary depending on the service or the type of customer. For certain customers, we require payment
 before the services are delivered.. We record contract assets when we do not yet have unconditional rights to
 payment. Contract assets and liabilities are presented on a net basis at the contract level.
 Practical Expedients
 We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected
 length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the
 right to invoice for services performed.
 We generally expense sales commissions when incurred because the amortization period would have been one
 year or less. These costs are recorded within sales and operating expenses.
 C ost of Revenue
 Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue.
 Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred
 to generate our revenues, primarily for the Performance Media segment. We purchase impressions directly from
 publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a
 publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our
 Consolidated Statements of Financial Position as trade payables.
 Other Cost of Revenue includes expenses related to depreciation of data center equipment, lease cost of data
 centers, cost of data purchased from third parties, digital taxes, and third-party hosting fees. The Company does
 not build or operate its own data centers and none of its Research and Development employments are dedicated
 to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of
 revenu e.
 Operating Expenses
 The Company categorizes its operating expenses into three functional categories: research and development,
 sales and operations, and general and administrative expenses.
 Research and development expenses consist primarily of headcount-related expenses for our employees
 working in the engine, platform, site reliability engineering, scalability, infrastructure, engineering program
 management, product, analytics and other teams, including salaries, bonuses, share-based compensation and
 other personnel related costs. Also included are non-personnel costs such as subcontracting, consulting and
 professional fees to third-party development resources, allocated overhead, including internal IT and depreciation
 and amortization costs. These expenses are partially offset by the French research tax credit (CIR) that is
 conditional upon the level of our expenditures in research and development. The CIR offsets the income tax to be
 paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is
 calculated based on the claimed volume of eligible R&D expenditures. It is deducted from "Research and
 development expenses" in the Consolidated Statements of Income. As of December 31, 2024, 2023, and 2022,
 we recorde d $ 7.2 million, $ 9.5 million, and $ 14.7 million of CIR tax credits against these expenses.
 Sales and operations expenses consist primarily of headcount-related expenses for our employees working in
 our sales, account strategy, sales operations, publisher business development, analytics, marketing, technical
 solutions, creative services and other teams, including salaries, bonuses, share-based compensation, and other
 personnel-related costs. Additional expenses in this category include travel and entertainment, marketing and
 promotional events, marketing activities, provisions for doubtful accounts, subcontracting, consulting and
 professional fees paid to third parties, allocated overhead, including internal IT costs.

 General and administrative expenses consist primarily of headcount-related expenses, including salaries,
 bonuses, share-based compensation, pension benefits and other personnel-related costs for our administrative,
 legal, information technology, human resources, facilities and finance teams. Additional expenses included in this
 category include travel-related expenses, subcontracting and professional fees, audit fees, tax services and legal
 fees, as well as insurance and other corporate expenses, along with allocated overhead, including internal IT
 costs.
 Advertising and Promotional Expenses
 Advertising costs are expensed when incurred and are included in marketing and sales expenses on the
 consolidated statements of income. We incurred advertising expenses o f $ 1.9 million, $ 1.7 million, and
 $ 7.6 million for the years ended December 31, 2024, 2023, and 2022, respectiv ely.
 Share-Based Compensation
 Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance
 stock units (PSUs) expense and Lock Up Shares "LUS" expense. RSUs and PSUs granted to employees are
 measured based on the grant-date fair value. The PSUs expense is updated to reflect the Company's expectation
 of the likelihood of meeting the performance conditions of the granted instrument. In general, our RSUs and PSUs
 vest over a service period of four years. LUS were issued to Iponweb seller as partial consideration for the
 Iponweb Acquisition. Share-based compensation expense is generally recognized based on the straight-line basis
 over the requisite service period. We account for forfeitures as they occur.
 Financial and other income (expense) consists of investment gains and losses, foreign currency exchange
 differences, and interest income and expenses.
 Income Taxes
 Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded
 on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax
 losses, using the liability method. Differences are defined as temporary when they are expected to reverse within
 a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the
 projected taxable incomes within the next three years, we determine that it is probable that future taxable profit
 will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement
 of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not
 expected to be realized. If future taxable profits are considerably different from those forecasted that support
 recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets,
 which would have an impact on our financial results. Tax assets and liabilities are not discounted. Amounts
 recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the
 consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized
 in the period that such tax rate changes are enacted.
 The U.S. Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S.
 Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net
 operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope
 of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for
 purposes of the U.S. Research Tax Credit.
 Uncertain Tax Positions
 We record uncertain tax positions on the basis of a two-step process in which determinations are made (i)
 whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the
 position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the
 largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with a tax
 authority. We recognize interest and penalties related to unrecognized tax benefits on the income tax expense
 line in our consolidated statement of operations. Accrued interest and penalties are included on the related tax
 liability line in the consolidated balance sheet.

 Earnings Per Share
 Basic earnings per share ("EPS") is calculated by dividing the net income attributable to shareholders of the
 Parent by the weighted average number of shares outstanding. The weighted average number of shares
 outstanding is calculated according to movements in share capital. In addition, we calculate diluted earnings per
 share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted
 average number of shares outstanding plus any potentially dilutive shares not yet issued. When the statement of
 income presents a loss position, basic net loss is the same as diluted net loss per share as the inclusion of all
 potential shares of common stock outstanding would be anti-dilutive.
 Reclassifications
 Certain prior period amounts have been reclassified to conform to the current period presentation.
 In 2024, the Company changed the presentation of value-added tax ("VAT") receivables and payables within
 Other taxes in the Consolidated Statement of Financial Position from a gross to a net presentation. VAT
 receivables are netted with VAT payables within the same jurisdiction when there is a legal right to offset and the
 Company has the intent to settle on a net basis. For the fiscal year ended December 31, 2023, this change
 resulted in a reclassification of $ 40.4 million betwe en Other Taxes Receivables and Other Taxes Payable. The
 reclassification had no impact on net income, comprehensive income, or shareholders' equity.
 Recently Adopted Accounting Pronouncements
 In November 2023, the Financial Accounting Standards Board (FASB) Issued Accounting Standards Update
 ("ASU") 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The ASU
 requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided
 to the CODM. The adoption of this ASU did not have a material impact on our consolidated financial statements.
 Accounting Pronouncements Not Yet Adopted
 In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the
 transparency of income tax disclosures. The standard requires disaggregated information about a reporting
 entity's effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective
 for annual periods beginning after December 15, 2024. We do not expect the adoption of this standard to have a
 material impact on our consolidated financial statements.
 In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—
 Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses.
 This standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted.
 We do not expect the adoption of this standard to have a material impact on our consolidated financial
 statements.

 Note 2. Business Combinations
 Brandcrush
 On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Pty Ltd.
 ("Brandcrush"). The purchase price for the acquisition of shares was $ 7.1 million. The acquisition was financed by
 available cash resources. The transaction has been accounted for as a business combination under the acquisition
 method of accounting. The purchase price allocation has been completed and resulted in the recognition of intangible
 assets related to technology of $ 3.5 million and goodwill of $ 5.0 million. In addition, acquisition costs amounting to
 $ 0.7 million were fully expensed as incurred.

 Note 3. Restructuring
 2024 Restructuring
 In April 2024, we implemented several measures to pursue greater efficiency, including planned layoffs to further reduce
 our company size by approximately 100 employees ("2024 Restructuring Plan"). Impacted employees in our sales,
 technology, and business groups were notified during April 2024 to July 2024. As of December 31, 2024, we have
 completed these employee layoffs. The Company incurred restructuring costs o f $ 8.5 million for th e year ended December
 31, 2024. The following table summarizes those restructuring activities as of December 31, 2024 included in other current
 liabilities on the balance sheet:

 Salaries and other
 benefits

 Restructuring liability as of January 1, 2024

 $ —

 Restructuring charge

 8,478

 Amounts paid

 ( 8,165)

 Restructuring liability as of December 31, 2024

 $ 313

 For the year ended December 31, 2024 $ 1.9 million was included in Research and Development expenses, $ 5.0 million
 was included in General and Administrative expenses and $ 1.6 million was included in Sales and Operations expenses.
 2023 Restructuring
 In February 2023, we announced planned layoffs to reduce our company size by approximately 250 employees across the
 Retail Media and Performance Media segments ("2023 Restructuring Plan"). Impacted employees in our sales,
 technology, and business groups were notified during February 2023 and March 2023. As of December 31, 2023, we have
 completed these employee layoffs. The Company incurred restructuring costs of $ 23.0 million for the year ended
 December 31, 2023. The following table summarizes restructuring activities as of December 31, 2023 included in other
 current liabilities on the balance sheet:

 Salaries and other
 benefits

 Restructuring liability as of January 1, 2023

 $ —

 Restructuring charge

 22,963

 Amounts paid

 ( 18,591)

 Restructuring liability as of December 31, 2023

 $ 4,372

 For the year ended December 31,2023 $ 3.5 million, was included in Research and Development expenses, $ 5.6 million,
 was included in General and Administrative expenses $ 13.9 million was included in Sales and Operations expenses.
 The restructuring liability for the 2023 Restructuring Plan was fully paid in the year ended December 31, 2024.

 Note 4. 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 in the first quarter of 2024, the Company reports its results of operations
 through the following two segments: Retail Media and Performance Media.
 – Retail Media: This segment allows retailers to generate advertising revenues from consumer brands, and/or to
 drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own
 digital property or on the open Internet, that address multiple marketing goals.
 – Performance Media: This segment encompasses commerce activation, monetization, and AdTech services
 including our media trading marketplace.
 The Company's CODM allocates resources to and assesses the performance of each operating segment using
 information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus
 other costs of revenue The CODM only reviews revenues and corresponding TAC for each segment, and does not
 regularly review any other expense nor financial information for our two segments.
 T he following table shows revenue by reportable segment:

 2024

 2023

 2022

 $ 258,303

 $ 209,007

 $ 202,317

 1,674,986

 1,740,438

 1,814,686

 Total Revenue

 The following table shows TAC by reportable segment:

 2024

 2023

 2022

 $ 4,457

 $ 5,547

 $ 40,957

 807,349

 921,292

 1,047,822

 Total Traffic Acquisition Cost

 $ 811,806

 $ 926,839

 $ 1,088,779

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

 2024

 2023

 2022

 $ 253,846

 $ 203,460

 $ 161,360

 867,637

 819,146

 766,864

 Other costs of sales

 138,512

 159,562

 133,024

 Gross profit

 $ 982,971

 $ 863,044

 $ 795,200

 Operating expenses

 Research and development expenses

 279,341

 242,289

 187,596

 Sales and operations expenses

 376,090

 406,012

 377,996

 General and administrative expenses

 176,138

 137,525

 205,330

 Total Operating expenses

 $ 831,569

 $ 785,826

 $ 770,922

 Income from operations

 $ 151,402

 $ 77,218

 $ 24,278

 3,095

 ( 2,490)

 17,783

 Income before tax

 $ 154,497

 $ 74,728

 $ 42,061

 Note 5. Cash, Cash Equivalents, Marketable Securities and Restricted Cash
 Fair value measurements
 The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of
 input within the fair value hierarchy:

 2024

 2023

 Cash and Cash Equivalents

 Level 1

 Cash

 $ 251,452

 $ 285,518

 Money market funds

 12,479

 11,054

 Level 2

 Term deposits and notes

 26,762

 39,769

 Total

 $ 290,693

 $ 336,341

 Marketable Securities
 The following table presents for each reporting period, the breakdown of marketable securities:

 2024

 2023

 Securities Held-to-maturity

 Term Deposits

 $ 41,826

 $ 22,545

 Total

 $ 41,826

 $ 22,545

 The gross unrealized gains or (loss) on our marketable securities were not material as of December 31, 2024, 2023 and
 2022.
 For our marketable securities, the fair value approximates the carrying amount, given the nature of the term deposit and
 the maturity of the expected cash flows.
 The following table classifies our marketable securities by contractual maturities:

 Held-to-maturity

 December 31, 2024

 Due in one year

 $ 26,242

 From one to five years

 15,584

 Total

 $ 41,826

 Restricted Cash
 As part of the Iponweb Acquisition in August 2022, the Company had $ 100.0 million of restricted cas h related to an escrow
 account held for the potential payment of the Iponweb Acquisition contingent consideration to the Sellers, which was
 subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. During
 the years 2024 and 2023, the Company paid contingent consideration o f $ 54.6 million and $ 22.0 million, respectively. The
 balance of $ 20.4 million was released from escrow and is classified as Cash and Cash Equivalents in the Consolidated
 Statements of Financial Position as of December 31, 2024.

 December 31, 2024

 December 31, 2023

 Restricted cash – current

 $ 250

 $ 75,000

 Total

 $ 250

 $ 75,000

 Note 6. Trade Receivables
 The following table shows the breakdown in trade receivables net carrying value for the presented periods:

 2024

 2023

 Trade accounts receivables

 $ 829,462

 $ 818,937

 (Less) Allowance for doubtful accounts

 ( 28,603)

 ( 43,348)

 Net carrying value at end of period

 $ 800,859

 $ 775,589

 Changes in allowance for doubtful accounts are summarized below:

 2024

 2023

 2022

 Balance at beginning of period

 $ ( 43,348)

 $ ( 47,792)

 $ ( 45,391)

 Provision for doubtful accounts

 ( 12,910)

 ( 15,709)

 ( 18,641)

 Write-offs, net of recoveries

 26,695

 21,027

 19,370

 Increase due to acquisition

 —

 —

 ( 4,733)

 Currency translation adjustment

 ( 874)

 1,603

 Balance at end of period

 $ ( 28,603)

 $ ( 43,348)

 $ ( 47,792)

 Accounts receivable balances are written-off once the receivables are no longer deemed collectible.
 During the years ended December 31, 2024, 2023 and 2022, the Company recovered $ 7.6 million, $ 1.4 million and
 $ 3.2 million, previously reserved for, and accounted for this as a reversal of provision.

 Note 7. Other Current and Noncurrent Assets
 The following table shows the breakdown in other current assets:

 2024

 2023

 Prepaid expenses

 $ 29,582

 $ 32,858

 Prepayments to suppliers

 10,997

 7,499

 Other current assets

 10,058

 7,934

 Total

 $ 50,637

 $ 48,291

 Prepaid expenses mainly consist of costs related to SaaS arrangements and licenses.
 Other noncurrent assets for 2024 and 2023 of $ 61.2 million and $ 60.7 million ar e primarily comprised of the
 indemnification asset of $ 50.0 million recorded against certain tax liabilities related to the Iponweb Acquisition.

 Note 8. Property and Equipment, Net
 Major classes of property and equipment were as follows:

 2024

 2023

 Computer equipment

 $ 282,703

 $ 299,012

 Furniture and fixtures

 5,419

 9,254

 Construction in progress (1)

 46,576

 Leasehold improvements

 20,728

 17,738

 Gross book value at end of period

 309,726

 372,580

 Less: Accumulated depreciation

 ( 202,504)

 ( 246,086)

 Net book value at end of period

 $ 107,222

 $ 126,494

 (1) includes leasehold improvements projects which are not yet ready for the intended use.
 Depreciation expense for 2024, 2023 and 2022 was $ 41.1 million, $ 51.4 million and $ 55.6 million, respectively.

 Note 9. Intangible assets
 The following table shows the breakdown and changes in carrying value of intangible assets:

 December 31, 2024

 December 31, 2023

 Gross
 Carrying

 Accumulated
 Amortization

 Impairment

 Net Carrying

 Gross
 Carrying

 Accumulated
 Amortization

 Net Carrying

 Internally developed
 software

 $ 125,831

 $ ( 81,034)

 $ ( 1,047)

 $ 43,750

 $ 89,891

 $ ( 68,474)

 $ 21,417

 Acquired technology

 150,199

 ( 106,914)

 ( 2,742)

 40,543

 161,492

 ( 89,819)

 71,673

 Acquired customer
 relationships

 97,802

 ( 84,735)

 —

 13,067

 99,241

 ( 76,079)

 23,162

 Internally developed
 software in progress

 62,923

 —

 ( 1,899)

 61,024

 64,636

 —

 64,636

 Total intangible
 assets

 $ 436,755

 $ ( 272,683)

 $ ( 5,688)

 $ 158,384

 $ 415,260

 $ ( 234,372)

 $ 180,888

 Additions to Intangible Assets are comprised of internally developed software technology for the years ended December
 31, 2024 and 2023. Impairment expense of $ 5.7 million has been recognized for the year ended December 31, 2024 in
 Research and Development Expense in the Consolidated Statement of Operations. No material impairment expense was
 recognized during the years ended December 31, 2023 and 2022.
 Amortization expense was $ 60.0 million, $ 48.3 million and $ 33.4 million for the year ended December 31, 2024, 2023 and
 2022, respectively.
 As of December 31, 2024, expected amortization expense for intangible assets for the next five years and thereafter is as
 follows:

 Software

 Technology
 and customer
 relationships

 Total

 2025

 $ 34,838

 $ 33,179

 $ 68,017

 2026

 36,959

 15,581

 52,540

 2027

 22,805

 1,791

 24,596

 2028

 10,172

 1,184

 11,356

 2029

 Thereafter

 —

 1,127

 1,127

 Total

 $ 104,775

 $ 53,612

 $ 158,387

 Note 10. Goodwill
 Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows:

 Performance
 Media

 Total

 Balance at January 1, 2023

 $ 143,680

 $ 371,460

 $ 515,140

 Acquisitions

 5,021

 —

 5,021

 Disposal of goodwill

 —

 ( 597)

 ( 597)

 Currency translation adjustment

 3,655

 4,633

 Impairment expense

 —

 —

 —

 Balance at December 31, 2023

 $ 149,679

 $ 374,518

 $ 524,197

 Acquisitions

 —

 —

 —

 Disposal of goodwill

 —

 —

 —

 Currency translation adjustment

 ( 4,718)

 ( 4,291)

 ( 9,009)

 Impairment expense

 —

 —

 —

 Balance at December 31, 2024

 $ 144,961

 $ 370,227

 $ 515,188

 On February 28, 2023, we completed the acquisition of Brandcrush resulting in goodwill of $ 5.0 million. Refer to Note 2 for
 further discussion.
 In 2024, the Company voluntarily changed its goodwill annual impairment test date from December 31 to October 1, as it
 results in better alignment with the Company's strategic business planning. The voluntary change in accounting principle
 related to the annual test date did not delay, accelerate or avoid an impairment charge. Retrospective application of this
 accounting change to prior periods is impracticable as the Company is unable to objectively determine, without the use of
 hindsight, the significant assumptions and estimates that would be used in those earlier periods. Accordingly, the change
 is applied prospectively. We conducted our goodwill and indefinite-lived intangible asset impairment testing as of October
 1, 2024 and no im pairment has been identified.

 Note 11. Financial Liabilities
 We are party to several revolving credit facilities with third-party financial institutions. Our revolving credit facilities as of
 December 31, 2024 and 2023 are presented in the table below:

 Nominal/
 Authorized
 amounts

 Outstanding as
 of December 31,
 2024

 Outstanding as
 of December 31,
 2023

 Nature

 Interest rate

 Maturity date

 Bank Syndicate RCF -
 September 2022

 Floating rate:
 EURIBOR / SOFR
 + margin
 depending on
 leverage ratio

 September 2027

 Other short-term lines of
 credit

 EURIBOR

 The Bank Syndicate Revolving Line of Credit is unsecured and contains customary events of default and covenants,
 including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional
 indebtedness. As of year-end December 31, 2024, and 2023, we were in compliance with the required covenants. On
 November 17, 2023, we updated certain terms of our syndicated credit facility to a 407 million ( $ 423 million)
 sustainability-linked credit facility. Certain terms and conditions of the amended credit facility are now linked to our
 sustainability goals to increase the representation of women in tech roles and reduce our GHG emissions, while the rest of
 the credit facility agreement remains unchanged.
 As of December 31, 2024, and 2023, no amounts have been drawn or are outstanding under the revolving credit facility.
 We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP Paribas and LCL with an
 authorization to draw up to a maximum of 21.5 million ( $ 22.3 million) in the aggregate under the short-term credit lines
 and overdraft facilities. As of December 31, 2024, and 2023 we had not drawn on any of these facilities. Any loans or
 overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR
 rate. As these facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to terminate
 such facilities on short notice.
 The Company also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange
 rate fluctuations. The following table shows the maturity of our financial liabilities:

 Carrying
 value

 2025

 2026

 2027

 2028

 2029

 Other financial liabilities

 $ 565

 $ 268

 $ 297

 $ —

 $ —

 $ —

 Financial derivatives

 3,057

 3,057

 —

 —

 —

 —

 Total Financial liabilities

 $ 3,622

 $ 3,325

 $ 297

 $ —

 $ —

 $ —

 Note 12. Leases
 The Company has entered into operating lease agreements primarily for data centers and offices throughout the world with
 lease periods expiring between 2025 and 2036. The components of lease expense are as follows:

 2024

 2023

 2022

 Lease expense

 $ 39,361

 $ 36,637

 $ 33,284

 Short term lease expense

 Variable lease expense

 1,697

 Sublease income

 ( 1,398)

 ( 921)

 ( 883)

 Total operating lease expense

 $ 40,610

 $ 37,271

 $ 33,540

 As of December 31, 2024, we had future minimum lease payments as follows:

 Total

 2025

 $ 30,079

 2026

 24,374

 2027

 19,591

 2028

 14,998

 2029

 9,665

 Thereafter

 15,408

 Total minimum lease payments

 114,115

 Impact of Discount Rate

 ( 10,719)

 Total Lease Liability

 $ 103,396

 The weighted average remaining lease term and discount rates as of December 31, 2024 and 2023 are as follows:

 2024

 2023

 Weighted average remaining lease term (years)

 5.0

 4.6

 Weighted average discount rate

 2.7 %

 2.0 %

 Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2024, 2023
 and 2022:

 2024

 2023

 2022

 Cash paid for amounts included in the measurement of lease liabilities:

 Cash flow for operating activities

 $ ( 39,342)

 $ ( 38,059)

 $ ( 34,964)

 Right of use assets obtained in exchange for new operating lease liabilities

 $ 28,899

 $ 28,696

 $ 22,728

 As of December 31, 2024, we have additional operating leases, that have not yet commenced which will result in additional
 operating lease liabilities and right of use assets:

 Total

 Additional operating lease liabilities

 $ 9,283

 Additional right of use assets

 $ 9,283

 These operating leases will commence during the fiscal year ending December 31, 2025.

 Note 13. Other Current and Noncurrent Liabilities
 Other current liabilities are presented in the following table:

 2024

 2023

 Rebates

 $ 31,989

 $ 23,315

 Customer prepayments and deferred revenue

 9,636

 25,924

 Accounts payable relating to capital expenditures

 6,436

 2,319

 Other creditors

 1,758

 3,346

 Earn out liability - current

 —

 49,648

 Total

 $ 49,819

 $ 104,552

 Other noncurrent liabilities are presented in the following table:

 2024

 2023

 Uncertain tax positions

 $ 18,884

 $ 16,785

 Other

 1,272

 2,297

 Total

 $ 20,156

 $ 19,082

 Earn out liability
 As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of $ 100.0 million,
 which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal
 years. The earn out liability was fully settled during the year 2024.

 Note 14. Employee Benefits
 Defined Benefit Postretirement Plans
 According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on
 retirement, equal to up to twelve months of their salary based on term of employment.
 The following table summarizes the changes in the accumulated postretirement benefit obligation:

 2024

 2023

 2022

 Accumulated postretirement benefit obligation - beginning of period

 $ 4,123

 $ 3,708

 $ 5,531

 Service cost

 1,756

 Interest cost

 Curtailment

 ( 192)

 ( 306)

 —

 Actuarial losses (gains)

 ( 290)

 ( 3,311)

 Currency translation adjustment

 ( 283)

 ( 341)

 Accumulated postretirement benefit obligation - end of period

 $ 4,709

 $ 4,123

 $ 3,708

 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:

 2024

 2023

 2022

 Discount rate (Corp AA)

 3.9 %

 3.9 %

 4.3 %

 Expected rate of salary increase

 7.0 %

 7.0 %

 5.0 %

 Expected rate of social charges

 49.0 %

 48.0 %

 48.0 %

 Expected staff turnover

 — % - 18.6 %

 — % - 18.6 %

 0.0 % - 17.8 %

 Estimated retirement age

 65 years old

 Progressive table

 Progressive table

 Life table

 TH-TF 2000-2002
 shifted

 TH-TF 2000-2002
 shifted

 TH-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 Company's employees are eligible for defined contribution post-retirement plans and similar
 financial benefits. Under defined contribution plans, the Company has no obligation other than to pay the agreed
 contributions, with the corresponding expense charged to income for the year. The defined contribution plans primarily
 related to France, the U.S., for 401(k) plans, and the United Kingdom.

 2024

 2023

 2022

 Defined contributions plans included in personnel
 expenses

 $ ( 19,062)

 $ ( 18,342)

 $ ( 17,111)

 Note 15. Common shares and Treasury stock
 Change in Number of Shares

 Number of
 ordinary shares

 Balance at January 1, 2023

 57,263,624

 of which Common shares

 63,248,728

 of which Treasury stock

 ( 5,985,104)

 Issuance of shares under share option and free share plans (1)

 ( 2,083,065)

 Treasury Shares Issued for RSU Vesting

 1,679,674

 Treasury Shares Issued for LUS Vesting

 1,006,482

 Treasury Shares Retired (1)

 2,185,000

 Share repurchase program

 ( 4,286,624)

 Balance at December 31, 2023

 55,765,091

 of which Common shares

 61,165,663

 of which Treasury stock

 ( 5,400,572)

 Issuance of shares under share option and free share plans (2)

 ( 3,420,824)

 Treasury Shares Issued for RSU Vesting

 2,366,158

 Treasury Shares Issued for LUS Vesting

 1,953,761

 Treasury Shares Retired (2)

 3,590,000

 Share repurchase program

 ( 5,976,764)

 Balance at December 31, 2024

 54,277,422

 of which Common shares

 57,744,839

 of which Treasury stock

 ( 3,467,417)

 (1) Adopted by the Board of Directors on December 7, 2023
 (2) Adopted by the Board of Directors on April 25, 202 4 and December 5, 2024

 Note 16. Share-Based Compensation
 Equity awards Compensation Expense
 Equity awards compensation expense recorded in the consolidated statements of operations was as follows:

 2024

 2023

 2022

 Research and Development

 $ ( 54,027)

 $ ( 54,794)

 $ ( 36,514)

 Sales and Operations

 ( 21,457)

 ( 20,011)

 ( 14,200)

 General and Administrative

 ( 27,133)

 ( 22,380)

 ( 14,320)

 Total equity awards compensation expense

 ( 102,617)

 ( 97,185)

 ( 65,034)

 Tax benefit from equity awards compensation expense

 10,086

 7,864

 5,423

 Total equity awards compensation expense, net of tax effect

 $ ( 92,531)

 $ ( 89,321)

 $ ( 59,611)

 For the periods ended December 31, 2024 and 2023, the Company recognized $ 102.6 million and $ 97.2 million,
 respectively, of equity awards compensation expense, which consisted of share-based compensation expense, net of $ 4.0
 million capitalized stock-based compensation relating to internally developed software in 2024.

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

 2024

 2023

 2022

 Share options

 $ ( 46)

 $ ( 90)

 $ ( 97)

 Lock-up shares

 ( 34,013)

 ( 33,224)

 ( 18,049)

 Restricted stock units / Performance stock units

 ( 66,736)

 ( 61,949)

 ( 45,025)

 Nonemployee warrants

 ( 1,822)

 ( 1,922)

 ( 1,863)

 Total equity awards compensation expense

 ( 102,617)

 ( 97,185)

 ( 65,034)

 Tax benefit from equity awards compensation expense

 10,086

 7,864

 5,423

 Total equity awards compensation expense, net of tax effect

 $ ( 92,531)

 $ ( 89,321)

 $ ( 59,611)

 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.

 Options Outstanding

 Number of
 Shares
 Underlying
 Outstanding
 Options

 Exercise Price

 Remaining
 Contractual
 Term (Years)

 Aggregate
 Intrinsic Value

 Outstanding - December 31, 2023

 319,238

 $ 24.16

 4.2

 $ 1,622.7

 Options granted

 —

 Options exercised

 ( 83,518)

 Options forfeited

 ( 9,639)

 Options canceled

 —

 Options expired

 ( 7,400)

 Outstanding - December 31, 2024

 218,681

 $ 20.49

 4.5

 $ 4,340.6

 Vested and exercisable - December
 31, 2024

 218,681

 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. The aggregate intrinsic value of the share options exercised was $ 0.8 million,
 $ 0.2 million and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. No new stock options
 were granted in the year ending December 31, 2024 and December 31, 2023. As of December 31, 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 Iponweb Founder (referred to as Lock-up Shares or
 "LUS"), as partial consideration for the Iponweb Acquisition. These shares were subject to a lock-up period that expired in
 three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changed
 or the Iponweb Founder's employment agreement was terminated under certain circumstances during the duration of the
 lock-up period. These shares were considered as share-based compensation under ASC 718 and were 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 Nasdaq weighted average share price. In 2024, the Iponweb Founder's employment
 agreement was terminated, resulting in the early expiration of the three years lock-up period.

 Shares

 Outstanding as of December 31, 2023

 1,953,761

 —

 Vested

 ( 1,953,761)

 Forfeited

 —

 Outstanding as of December 31, 2024

 —

 $ 23.73

 Total compensation expense in 2024 of $ 34.0 million was recognized in Research and Development expense in the
 Consolidated Statement of Income. This includes an additional share-based compensation expense of $ 13.3 million due to
 the repurchase of 640,000 shares in the third quarter ended September 30, 2024, for approximately $ 30.0 million, as part
 of our share buy-back program. As of December 31, 2024, the Company had no unrecognized stock-based compensation
 relating to the lock-up shares.
 Restricted Stock Units and Performance Stock Units
 During the year ended December 31, 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. The grant date fair value is determined by the Company Nasdaq share price the day
 prior to the grant.

 Shares (RSU)

 Outstanding as of December 31, 2023

 5,293,263

 1,613,008

 Vested

 ( 2,129,087)

 Forfeited

 ( 354,750)

 Outstanding as of December 31, 2024

 4,422,434

 $ 34.45

 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 1,613,008 shares have been granted under this plan in the year 2024, with a weighted-average grant-date fair value
 of $ 41.88.
 As of December 31, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of
 approximately $ 77.9 million, which is expected to be recognized over a weighted-average period of 3.2 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 $ 33.07 per share for a total fair value of
 approximately $ 18.8 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)

 Outstanding as of December 31, 2023

 660,395

 568,081

 Performance share adjustment

 64,152

 Vested

 ( 240,509)

 Forfeited

 ( 216,111)

 Outstanding as of December 31, 2024

 836,008

 $ 33.47

 As of December 31, 2024, the Company had unrecognized stock-based compensation related to performance stock units
 of approximately $ 11.3 million, which is expected to be recognized over a weighted-average period of 2.9 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 $ 13.8 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 Company

 42.73 %

 Expected volatility of the benchmark

 71.18 %

 Risk-free rate

 4.27 %

 Expected dividend yield

 — %

 The number of shares granted, vested and outstanding subject to market conditions is as follows:

 Shares (TSR)

 Outstanding as of December 31, 2023

 —

 —

 268,226

 —

 Vested

 —

 —

 Forfeited

 ( 9,088)

 —

 Outstanding as of December 31, 2024

 259,138

 $ 51.28

 As of December 31, 2024, the Company had unrecognized stock-based compensation related to performance stock units
 based of market conditions o f $ 8.7 million, which is expected to be recognized over a period from January 1, 2025 to
 March 1, 2027.

 Nonemployee warrants
 Nonemployee warrants generally vest over four years, subject to the holder's continued service through the vesting date.

 Shares

 Remaining
 Contractual
 Term
 (Years)

 Aggregate
 Intrinsic
 Value

 Outstanding - December 31, 2023

 244,457

 $ 19.56

 4.5

 $ 2,635.1

 —

 Exercised

 ( 84,560)

 Cancelled

 —

 Expired

 —

 Outstanding - December 31, 2024

 159,897

 $ 18.31

 3.6

 $ 3,528.7

 Vested and exercisable - December 31, 2024

 159,897

 The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the
 fair market value of common stock on the date of exercise. The aggregate intrinsic value of nonemployee warrants
 exercised was $ 1.6 million, $ 0.3 million and $ 0.6 million for the years ended December 31, 2024, 2023 and 2022,
 respectively. During the period ended December 31, 2024, the weighted-average exercise price of nonemployee warrants
 is $ 28.53.
 No new stock nonemployee warrants were granted in the year ending December 31, 2024 and December 31, 2023. As of
 December 31, 2024, all instruments have fully vested.

 Note 17. Financial and Other Income (Expense)
 The Consolidated Statements of Income line item "Financial and Other income (expense)" can be broken down as follows:

 2024

 2023

 2022

 Financial income from cash equivalents

 $ 10,068

 $ 4,678

 $ 1,932

 Interest and fees

 ( 1,824)

 ( 2,244)

 ( 2,025)

 Foreign exchange (loss) income

 ( 3,534)

 ( 7,553)

 19,659

 Discounting impact

 ( 1,767)

 ( 5,289)

 ( 4,700)

 Other financial income (expense)

 7,918

 2,917

 Total financial and other income (expense)

 $ 3,095

 $ ( 2,490)

 $ 17,783

 Th e $ 3.1 million fina ncial and other income for the period ended December 31, 2024 was mainly driven by interests
 income offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to
 market, the accretion of earn-out liability related to the Iponweb acquisition and the financial expense relating to our
 407 million available Revolving Credit Facility ("RCF").
 The $( 2.5) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds
 from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange,
 including end of year non-cash marked to market, the accretion of earn-out liability related to Iponweb acquisition and
 financial expense relating to our 407 million available RCF.
 The $ 17.8 million financial and other income for the period ended December 31, 2022 was mainly driven by the positive
 impact of foreign exchange derivatives entered-into to secure the cash consideration of the Iponweb acquisition. This was
 partially offset by the $ 4.7 million accretion of earn-out liability related to Iponweb acquisition. Other impacts come from
 the foreign exchange reevaluations net of related hedging of our operations, income from cash and cash equivalent, and
 the financial expense relating to our 407 million available RCF up-front fees amortization and non-utilization costs.

 Note 18. Income Taxes
 Breakdown of Income Taxes
 The Consolidated Statements of Income line item "Provision for income taxes" can be broken down as follows:

 2024

 2023

 2022

 Current:

 9,943

 3,755

 5,665

 International

 55,881

 39,917

 21,919

 Current income tax provision

 $ 65,824

 $ 43,672

 $ 27,584

 Deferred:

 ( 1,302)

 5,868

 International

 ( 24,738)

 ( 24,222)

 ( 2,266)

 Deferred income tax provision

 $ ( 26,040)

 $ ( 23,588)

 $ 3,602

 $ 39,784

 $ 20,084

 $ 31,186

 Income before taxes included income (loss) from France of $ 65.4 million, $ 38.3 million and $( 4.2) million for the periods
 ended 2024, 2023 and 2022 respectively. Income before taxes from countries outside of France totaled $ 89.1 million, $ 36.4
 million and $ 46.2 million for the periods ended December 31, 2024, 2023 and 2022, respectively.

 Reconciliation between the Effective and Nominal Tax Expense
 The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French
 rate of 25.8 % (excluding additional contributions):

 2024

 2023

 2022

 Income before taxes

 $ 154,497

 $ 74,728

 $ 42,061

 Theoretical group tax-rates

 Nominal tax expense (benefit)

 39,891

 19,295

 10,860

 Increase / decrease in tax expense arising from:

 French Research Tax Credit, Cr dit d'Imp t Recherche ("CIR")

 ( 1,809)

 ( 2,376)

 ( 2,901)

 Shared-based Compensation

 5,722

 8,764

 2,895

 Non-tax deductible provision from loss contingency on regulatory matters
 (see Note 20)

 —

 ( 5,546)

 16,971

 Nondeductible Expenses

 7,745

 5,274

 6,178

 Non recognition of deferred tax assets

 3,190

 Utilization or recognition of previously unrecognized tax losses

 ( 5,839)

 ( 1,760)

 ( 1,338)

 French CVAE (1)

 1,237

 1,593

 1,635

 Income eligible to reduced taxation rate (2)

 ( 5,795)

 ( 4,341)

 ( 6,766)

 Effect of different tax rates

 ( 922)

 Other differences

 ( 2,026)

 ( 775)

 $ 39,784

 $ 20,084

 $ 31,186

 Effective tax rate

 26.9 %

 74.1 %

 Increases and decreases in tax expense are presented applying the theoretical group tax rate to the concerned tax bases.
 The impact resulting from the differences between local tax rates and the group theoretical rate is shown in the "effect of
 different tax rates."
 (1) French CVAE " cotisation sur la valeur ajout e des entreprises " - is the business value add contribution tax in France
 (2) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income

 Deferred Tax Assets and Liabilities
 The following table shows the changes in the major sources of deferred tax assets and liabilities:

 Year ended
 31, 2022

 Change
 recognized
 in profit or
 loss

 Change
 recognized
 in OCI

 Other

 Currency
 translation
 adjustments

 Year ended
 31, 2023

 Net deferred tax assets:

 Net operating loss carryforwards

 $ 21,450

 $( 3,420)

 $ —

 $( 1,038)

 $ 742

 $ 17,734

 Shared-based Compensation

 5,805

 —

 —

 ( 90)

 6,067

 Bad debt allowance

 5,192

 2,079

 —

 7,389

 Personnel-related accruals

 8,419

 1,512

 —

 —

 9,958

 Other accruals

 3,978

 ( 476)

 —

 —

 ( 156)

 3,346

 Intangibles including capitalized R&D costs

 5,344

 19,004

 —

 ( 62)

 24,340

 Tax Credits

 5,789

 ( 1)

 —

 —

 —

 5,788

 Other

 3,345

 3,315

 ( 75)

 ( 39)

 6,769

 Deferred Tax Assets

 59,322

 22,365

 ( 75)

 ( 1,077)

 81,391

 Valuation allowance

 ( 31,139)

 1,223

 1,077

 ( 1,000)

 ( 29,794)

 Deferred Tax Assets, net of valuation allowance

 $ 28,183

 $ 23,588

 $( 30)

 $ —

 $( 144)

 $ 51,597

 Year ended
 31, 2023

 Change
 recognized
 in profit or
 loss

 Change
 recognized
 in OCI

 Other

 Currency
 translation
 adjustments

 Year ended
 31, 2024

 Net deferred tax assets:

 Net operating loss carryforwards

 $ 17,734

 $( 2,828)

 $ —

 $ —

 $( 576)

 $ 14,330

 Shared-based Compensation

 6,067

 6,087

 —

 12,328

 Bad debt allowance

 7,389

 ( 2,184)

 —

 —

 ( 171)

 5,034

 Personnel-related accruals

 9,958

 —

 ( 269)

 10,104

 Other accruals

 3,346

 ( 276)

 —

 —

 ( 362)

 2,708

 Intangibles including capitalized R&D costs

 24,340

 25,179

 —

 ( 249)

 49,296

 Tax Credits

 5,788

 —

 —

 ( 1)

 5,917

 Other

 6,769

 ( 1,623)

 ( 126)

 ( 609)

 4,843

 Deferred Tax Assets

 81,391

 24,774

 ( 2,162)

 104,560

 Valuation allowance

 ( 29,794)

 1,266

 ( 259)

 ( 15)

 1,181

 ( 27,621)

 Deferred Tax Assets, net of valuation allowance

 $ 51,597

 $ 26,040

 $ 173

 $ 110

 $( 981)

 $ 76,939

 Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our
 Consolidated Financial Statements. As of December 31, 2024, 2023 and 2022, the valuation allowance against net
 deferred income taxes amounted to $ 27.6 million, $ 29.8 million and $ 31.1 million, which related mainly to Criteo Corp.
 ( $ 5.9 million, $ 5.7 million and $ 5.7 million, respectively), Criteo Brazil ( $ — million, $ 2.7 million and $ 3.3 million,
 respectively), Criteo Ltd ( $ 9.3 million, $ 10.7 million and $ 8.1 million, respectively), Criteo Singapore ( $ — million,
 $ 1.2 million and $ 1.5 million, respectively), Criteo Australia Pty ( $ 2.9 million, $ 2.9 million and $ 2.6 million, respectively)
 and Criteo France ( $ 8.7 million, $ 5.0 million and $ 6.5 million, respectively).
 The Company mainly ha s net operating loss carryforwar ds in the U.S. for $ 26.3 million in various states, which begin to
 expire in 2031 and net operating loss carryforwards in the United Kingdom for $ 35.4 million, which have no expiration date.
 The company has $ 5.9 million of state R&D tax credits which can be carry-forward indefinitely.
 Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the
 ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could
 result in the expiration of the net operating loss and tax credit carryforwards before their utilization.
 As of December 31, 2024, we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We
 intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to
 such amounts.
 Ongoing tax audits
 As a multinational corporation, we are subject to regular review and audit by French, U.S. federal and state, and other
 foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising
 from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could
 have an adverse impact on our tax rate.
 Uncertain Tax Positions
 The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended
 December 31, 2024, 2023 and 2022:

 2024

 2023

 2022

 Beginning balance of unrecognized tax benefits

 $ 12,229

 $ 13,315

 $ —

 Increases (Decreases) related to current year tax positions

 ( 1,086)

 13,315

 Ending balance of unrecognized tax benefits (excluding interest and
 penalties)

 12,428

 12,229

 13,315

 Interest and penalties associated with unrecognized tax benefits

 5,589

 4,556

 4,665

 Ending balance of unrecognized tax benefits (including interest and
 penalties)

 $ 18,017

 $ 16,785

 $ 17,980

 The total amount of gross unrecognized tax benefits, including related interest and penalties, was $ 18.0 million as of
 December 31, 2024. All of the unrecognized tax benefits are considered noncurrent.
 The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any
 uncertain tax position is subject to management's assessment of relevant risks, facts, and circumstances existing at that
 time. We believe that our estimate has adequately provided for these matters. However, our future results may include
 adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate.

 Pillar Two
 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. As of December 31, 2024, the adoption of Pillar Two resulted in an impact of
 $ 3.0 million recognized in Provision for income taxes within the Consolidated Statement of Operations. The Company will
 continue to assess the ongoing impact of Pillar Two as additional guidance becomes available.

 Note 19. Earnings Per Share
 Basic Earnings Per Share
 We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent
 by the weighted average number of shares outstanding.

 2024

 2023

 2022

 (in thousands, except share data)

 Net income attributable to shareholders of Criteo S.A.

 $ 111,571

 $ 53,259

 $ 8,952

 Weighted average number of shares outstanding ( Note 15)

 54,817,136

 56,170,658

 60,004,707

 Basic earnings per share

 $ 2.04

 $ 0.95

 $ 0.15

 Diluted Earnings Per Share
 We calculate diluted earnings per share by dividing the net income 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 (see Note 15). There were no other potentially dilutive instruments outstanding as of December 31,
 2024, 2023 and 2022. Consequently all potential dilutive effects from shares are considered.
 For each period presented, a contract to issue a certain number of shares (i.e., share option, share warrant, or restricted
 share award) is assessed as potentially dilutive, if it is "in the money" (i.e., the exercise or settlement price is inferior to the
 average market price).

 2024

 2023

 2022

 (in thousands, except share data)

 Net income attributable to shareholders of Criteo S.A.

 $ 111,571

 $ 53,259

 $ 8,952

 Weighted average number of shares outstanding of Criteo S.A.

 54,817,136

 56,170,658

 60,004,707

 Dilutive effect of:

 Restricted share awards ("RSUs")

 2,904,711

 2,643,129

 2,554,516

 Lock-up shares ("LUSs")

 711,941

 1,261,947

 —

 Share options and BSPCE

 112,491

 104,294

 117,934

 Share warrants

 59,250

 51,599

 83,040

 Weighted average number of shares outstanding used to determine diluted
 earnings per share

 58,605,529

 60,231,627

 62,760,198

 Diluted earnings per share

 $ 1.90

 $ 0.88

 $ 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:

 2024

 2023

 2022

 Restricted share awards

 236,039

 348,675

 172,758

 Share options and BSPCE

 —

 —

 —

 Weighted average number of anti-dilutive securities excluded from diluted
 earnings per share

 236,039

 348,675

 172,758

 Note 20. Commitments and contingencies
 Contractual Commitments
 We have $ 76.8 million of non-cancelable contractual commitments as of December 31, 2024, which are primarily related to
 software licenses, maintenance and bandwidth for our servers.
 The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2024:

 Total

 2025

 $ 58,027

 2026

 17,782

 2027

 Total

 $ 76,755

 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 R egulatory 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 Libert s (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 ( $ 43.3 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 under ASC 450
 Contingencies. These risks were identified and recognized as part of the Iponweb Acquisition in 2022. We have recorded
 an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities
 under the purchase agreement for the Iponweb Acquisition. The indemnification asset is recorded as part of "Other
 noncurrent assets" on the consolidated statement of financial position.

 Note 21. Disaggregation of Revenue and Noncurrent Assets
 The following table presents the Company's revenue disaggregated by major product for the years ended December 31,
 2024, 2023 and 2022:

 2024

 2023

 2022

 $ 258,303

 $ 209,007

 $ 202,317

 Commerce Growth

 1,556,751

 1,614,905

 1,755,191

 Other

 118,235

 125,533

 59,495

 1,674,986

 1,740,438

 1,814,686

 Total Revenue

 The Company operates in three geographical markets:
 • Americas: North and South America;
 • Europe, Middle-East and Africa; and
 • Asia-Pacific.
 The following table discloses our consolidated revenue for each geographical area for each of the reported periods.
 Revenue by geographical area is based mainly on the location of advertisers' campaigns.
 Revenue generated in other significant countries where we operate is presented in the following table:

 2024

 2023

 2022

 Americas

 $ 892,175

 $ 887,247

 $ 891,267

 of which United States

 802,609

 803,288

 798,391

 EMEA

 676,455

 672,610

 706,861

 of which Germany

 202,653

 200,145

 196,373

 of which France

 87,770

 100,277

 111,368

 Asia-Pacific

 $ 364,659

 $ 389,588

 $ 418,875

 of which Japan

 204,082

 216,991

 253,996

 For each reported period, noncurrent assets (corresponding to the net book value of tangible and intangible assets) are
 presented in the table below. The geographical information results from the locations of legal entities.

 Americas

 EMEA

 Asia-
 Pacific

 Total

 December 31, 2024

 $ 68,193

 $ 186,035

 $ 11,378

 $ 265,606

 December 31, 2023

 $ 89,355

 $ 202,969

 $ 15,058

 $ 307,382

 Note 22. Subsequent Events
 Appointment of Chief Executive Officer
 Michael Komasinski was appointed as the Company's Chief Executive Officer and a member of the Board of Directors
 effective February 15, 2025. Komasinski will succeed Megan Clarken who, as previously announced, is retiring and will be
 stepping down from her role as CEO and from the Board. Clarken will continue to serve in a senior advisory role during a
 transitional period.
 Share Repurchase Program extension
 On January 31, 2025, the Board of Directors authorized an increase of the previously authorized share repurchase
 program from up to $ 630.0 million to up to $ 805.0 million of the Company's outstanding American Depositary Shares. The
 Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and
 potentially in connection with M&A transactions.