Leading Independent Proxy Advisory Firms Recommend Shareholders Vote "FOR" the Redomiciliation of Criteo S.A. from France to Luxembourg [Accessibility Statement] Skip NavigationNEW YORK, Feb. 13, 2026 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, today announced that two leading independent proxy advisory firms, Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. ("ISS"), recommend that shareholders vote "FOR" a ...

Management described “Agentic Commerce” as the next evolution of digital shopping, where assistants influence discovery and purchasing. Criteo said it is developing an “Agentic Commerce recommendation service” for prospective partners including large language model (LLM) platforms and personal shopping agents. Komasinski said offline testing showed “an average uplift of 60%” in prioritizing products most likely to be purchased compared with baseline large platform recommendations.CEO Michael Komasinski said ...

Financial Data and Key Metrics Changes - In 2025, the company reported revenue of $1.9 billion, with contribution ex-TAC growing 3.5% at constant currency to $1.2 billion, benefiting from a $14 million tailwind from foreign currencies [22][23] - Adjusted EBITDA margin was strong at 35%, supported by operational leverage and productivity improvements, with free cash flow of $211 million, up 16% year-over-year [23][28] - For Q4 2025, revenue was $541 million, with contribution ex-TAC at $330 million, reflecting a year-over-year tailwind from foreign currencies of $8 million [23][24] Business Line Data and Key Metrics Changes - Performance media revenue was $1.7 billion, with contribution ex-TAC at $915 million, up 4% at constant currency, while retail media revenue was $264 million, with contribution ex-TAC at $260 million, up 2% year-over-year at constant currency [22][23] - The Commerce Growth solution within performance media grew by 5%, while ad tech services declined by 3% [22] - Retail media contribution ex-TAC grew 16% when excluding two clients with scope changes, indicating strong underlying growth [22][24] Market Data and Key Metrics Changes - Travel was the fastest-growing vertical in performance media, with growth accelerating to 37%, while department stores and fashion saw declines of 13% and 12%, respectively [24][25] - Media spend growth accelerated in EMEA, while trends were softer in the U.S. and Asia Pacific [25] - Auction-based display in retail media saw a 65% increase in media spend this quarter, indicating strong adoption and performance [19] Company Strategy and Development Direction - The company is focusing on commerce intelligence and AI decisioning to simplify operations and scale as a commerce AI platform [5][8] - Key strategic priorities include leading in agentic commerce, scaling the AI-powered performance engine, and reinforcing retail media leadership [8][12] - The company aims to optimize performance at scale through proprietary commerce intelligence and AI decisioning, with a focus on self-service and cross-channel activation [12][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business's potential beyond current low growth expectations for 2026, emphasizing the importance of agentic commerce as a growth opportunity [8][21] - The company anticipates a flat to 2% growth in contribution ex-TAC for 2026, with underlying growth expected to be in the high single digits when excluding client scope reductions [29][30] - Management highlighted the importance of disciplined execution and capital allocation to enhance shareholder value [21][35] Other Important Information - The board increased the share buyback authorization to up to $200 million, reflecting confidence in the business's value [21][29] - The company is progressing with a redomiciliation to Luxembourg and plans to pursue a further redomiciliation to the U.S. to broaden access to capital markets [34][35] Q&A Session Questions and Answers Question: Can you discuss the prospects for the AI recommendation service? - Management indicated that partnerships are being broadened to enhance product recommendations, emphasizing the need for high-quality recommendations to compete effectively [39][40] Question: What is the impact of department store weakness? - Management noted that department stores are down 13%, with ongoing headwinds expected to continue into 2026 [43] Question: How is retail media growth expected to progress throughout the year? - Management expects growth to be front-loaded, with Q1 and Q2 more impacted by client scope changes, but anticipates a ramp-up in the second half of the year [46][49] Question: What is the pricing model for new AI initiatives? - Management explained that monetization opportunities vary, with a take rate model for retail and potential participation in LLM monetization models as they develop [72][73]

Financial Data and Key Metrics Changes - Revenue for 2025 was $1.9 billion, with contribution ex-TAC growing 3.5% at constant currency to $1.2 billion, benefiting from a $14 million tailwind from foreign currencies [22][23] - Adjusted EBITDA margin was 35%, supported by operational leverage and strong cash flow generation, with free cash flow of $211 million, up 16% year-over-year [23][28] - Adjusted diluted EPS increased to $4.62 in 2025, reflecting strong financial performance [23] Business Line Data and Key Metrics Changes - In performance media, revenue was $1.7 billion, with contribution ex-TAC at $915 million, up 4% at constant currency; Commerce Growth solution grew 5% while ad tech services declined 3% [22] - Retail media revenue reached $264 million, with contribution ex-TAC at $260 million, up 2% year-over-year at constant currency; excluding two clients with scope changes, retail media contribution ex-TAC grew 16% [22][24] Market Data and Key Metrics Changes - Travel was the fastest-growing vertical in performance media, with growth accelerating to 37%, while department stores and fashion saw declines of 13% and 12% respectively [24] - Media spend growth accelerated in EMEA, while trends were softer in the U.S. and Asia Pacific [24] Company Strategy and Development Direction - The company is focusing on commerce intelligence and AI decisioning to simplify operations and scale as a commerce AI platform [5][8] - Priorities include leading in Agentic Commerce, scaling the AI-powered performance engine, and reinforcing retail media leadership [8][9] - The company aims to optimize performance at scale through proprietary commerce intelligence and AI decisioning [8][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business's potential beyond current low growth expectations for 2026, emphasizing the importance of Agentic Commerce [8][21] - The company anticipates a flat to 2% growth in contribution ex-TAC for 2026, with underlying growth expected to be in the high single digits excluding client scope reductions [29][30] Other Important Information - The board increased the share buyback authorization to up to $200 million, reflecting confidence in the business's value [21][29] - The company is progressing with a redomiciliation to Luxembourg and plans for a further redomiciliation to the U.S. to enhance access to capital markets [34][35] Q&A Session Questions and Answers Question: Can you discuss the prospects for the AI recommendation service? - Management highlighted the importance of high-quality product recommendations for platforms to compete for daily active users, emphasizing the need for access to commerce data [39][40] Question: Is the weakness in department stores related to the Saks Global bankruptcy? - Management noted that department stores and fashion are experiencing headwinds, with specific declines in those sectors, but did not comment on specific clients [43] Question: How do you expect retail media growth to progress throughout the year? - Management indicated that growth will be front-loaded, with Q1 and Q2 more impacted by client scope changes, but confidence remains in the overall performance of retail media [46][49] Question: What is the pricing model for the new AI initiatives? - The monetization opportunities vary, with a take rate model for retail and potential fee structures for LLM integrations as they develop [72]

Financial Data and Key Metrics Changes - Revenue for 2025 was $1.9 billion, with contribution ex-TAC growing 3.5% at constant currency to $1.2 billion, benefiting from a $14 million tailwind from foreign currencies [20][21] - Adjusted EBITDA margin was 35%, supported by operational leverage and productivity improvements, with free cash flow of $211 million, up 16% year-over-year [21][24] - Adjusted net income reached $253 million, with adjusted diluted EPS increasing to $4.62 in 2025 [21] Business Line Data and Key Metrics Changes - Performance media revenue was $1.7 billion, with contribution ex-TAC at $915 million, up 4% at constant currency; Commerce Growth solution grew 5% while ad tech services declined 3% [20] - Retail media revenue was $264 million, with contribution ex-TAC at $260 million, up 2% year-over-year at constant currency; excluding two clients with scope changes, retail media contribution ex-TAC grew 16% [20][21] Market Data and Key Metrics Changes - Travel was the fastest-growing vertical in performance media, with growth accelerating to 37%, while department stores and fashion saw declines of 13% and 12% respectively [22] - Media spend growth accelerated in EMEA, while trends were softer in the U.S. and Asia Pacific [22] Company Strategy and Development Direction - The company is focusing on commerce intelligence and AI decisioning to simplify operations and scale as a commerce AI platform [4][6] - Priorities include leading in Agentic Commerce, scaling the AI-powered performance engine, and reinforcing retail media leadership [6][11] - The company aims to optimize performance at scale through proprietary commerce intelligence and AI decisioning [6][11] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the business's potential beyond current low growth expectations for 2026, emphasizing the importance of Agentic Commerce [6][19] - The company anticipates a flat to 2% growth in contribution ex-TAC for 2026, with underlying growth expected to be in the high single digits excluding client scope reductions [26][28] Other Important Information - The board increased the share buyback authorization to up to $200 million, reflecting confidence in the business's value [19][25] - The company is progressing with a redomiciliation to Luxembourg, with plans for a further redomiciliation to the U.S. in early 2027 [30][31] Q&A Session Questions and Answers Question: Can you elaborate on the AI recommendation service and its prospects? - Management highlighted the importance of high-quality product recommendations for platforms to compete for users, emphasizing the need for access to commerce data for effective recommendations [34][36] Question: What is the impact of department store weakness? - Management noted that department stores and fashion are experiencing headwinds, with specific declines observed, but did not comment on individual clients [35][39] Question: How will retail media growth progress throughout the year? - Management indicated that growth will be front-loaded, with Q1 and Q2 more impacted by client scope changes, but expects a ramp-up in the second half of the year [42][46] Question: What is the incremental opportunity in CommerceGo with the self-serve offering? - Management explained that the self-service rollout will expand the addressable market among small and medium-sized businesses, enhancing cross-channel full-funnel strategies [44][48] Question: How are retailers adopting internal LLM agentic tools? - Management noted that retailers are aggressively investing in AI-enabled tools to maintain customer journey control, with several pilots underway [53][56]

Q4 & Full Year 2025 Earnings Investor Presentation February 11, 2026 Michael Komasinski Chief Executive Officer Safe Harbor Statement This presentation contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on our management's beliefs and assumptions and on information currently available to them. All statements other than present and historical facts and conditions ...

Financial Performance - Revenue for Q4 2025 was $541 million, a decrease of 2% year-over-year, while full year revenue increased 1% to $1.9 billion[2][7]. - Gross profit for Q4 2025 was $297 million, down 1% year-over-year, and for the full year, gross profit increased 7% to $1.049 billion[2][7]. - Net income for Q4 2025 was $46 million, a decrease of 36% year-over-year, while full year net income increased 30% to $149 million[2][7][10][16]. - Adjusted EBITDA for Q4 2025 was $120 million, down 17% year-over-year, and for the full year, adjusted EBITDA increased 4% to $407 million[2][17]. - Free Cash Flow for Q4 2025 was $134 million, a decrease of 8% year-over-year, while full year Free Cash Flow increased 16% to $211 million[2][8][20]. - Revenue for Q4 2025 was reported at $541.136 million, down 2% year-over-year, while full-year revenue increased by 1% to $1.944901 billion[67]. - Adjusted net income for Q4 2025 was $69.062 million, a decrease of 32% year-over-year, while the full-year adjusted net income decreased by 6% to $252.985 million[65]. Cash and Assets - Cash and cash equivalents increased 18% year-over-year to $342 million as of December 31, 2025[2][8]. - The company reported cash and cash equivalents of $342,038 thousand as of December 31, 2025, up from $290,693 thousand as of December 31, 2024[49]. - Total assets decreased from $2,266,449 thousand as of December 31, 2024, to $2,201,207 thousand as of December 31, 2025[49]. - Current liabilities decreased from $1,046,600 thousand as of December 31, 2024, to $844,654 thousand as of December 31, 2025[49]. - The net cash position improved by 18% year-over-year, totaling $342,359,000 as of Q4 2025[71]. Media and Revenue Segments - Retail Media Contribution ex-TAC decreased 18% in Q4 2025, while Performance Media Contribution ex-TAC increased 2% in the same period[3][13]. - The Retail Media segment revenue decreased by 17% year-over-year to $76,347,000 in Q4 2025, while Performance Media segment revenue increased by 1% to $464,789,000[59]. - Revenue from the Americas region decreased by 12% year-over-year, amounting to $241,987,000 in Q4 2025[71]. - EMEA region revenue increased by 11% year-over-year, reaching $202,901,000 in Q4 2025[71]. Operational Metrics - Total operating expenses for Q4 2025 were $224,889,000, up from $206,463,000 in Q4 2024, with R&D expenses increasing to $75,266,000 from $67,559,000[51]. - Total operating expenses for Q4 2025 increased by 9% year-over-year to $224,889 million, with a full-year increase of 2% to $846.615 million[63]. - Research and Development expenses for Q4 2025 rose by 11% year-over-year to $75.266 million, with a full-year increase of 1% to $283.303 million[63]. - Traffic acquisition costs for Q4 2025 decreased by 3% year-over-year to $211.094 million, while full-year costs decreased by 5% to $770.284 million[67]. Future Outlook - The company expects the first quarter of 2026 to represent the low point of the year due to previously communicated scope changes[25]. - Contribution ex-TAC is projected to be between $245 million and $250 million, reflecting a year-over-year decline of -11% to -9% at constant currency[32]. - Adjusted EBITDA is expected to be between $50 million and $55 million, with an adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC[32]. - The company anticipates forward-looking statements regarding financial results for the quarter ending March 31, 2026, and the year ending December 31, 2026[41]. Shareholder Actions - Criteo deployed $152 million for share repurchases in 2025, with remaining authorization increased to $200 million[1][30]. Client Metrics - The number of clients decreased by 3% year-over-year, totaling 16,786 clients in Q4 2025[71]. - The company experienced a significant increase in restructuring costs, which rose by 226% year-over-year to $9.200 million in Q4 2025[63].

Core Insights - Criteo reported a decrease in revenue for Q4 2025 by 2% year-over-year, with a total revenue of $541 million, while the fiscal year 2025 revenue increased by 1% to $1.9 billion [1][2] - The company experienced a significant drop in net income for Q4 2025, down 36% to $46 million, but a 30% increase in net income for the full year to $149 million [1][2] - Criteo's cash flow from operating activities increased by 21% to $311 million in 2025, and free cash flow rose by 16% to $211 million, indicating strong operational performance [1][2] Financial Highlights - Q4 2025 revenue was $541 million, gross profit was $297 million, and contribution ex-TAC was $330 million, reflecting a decrease of 2%, 1%, and 1% respectively year-over-year [1][2] - For the fiscal year 2025, revenue was $1.9 billion, gross profit was $1.0 billion, and contribution ex-TAC was $1.2 billion, with increases of 1%, 7%, and 5% respectively [1][2] - Adjusted EBITDA for Q4 2025 was $120 million, down 17% year-over-year, while for the full year it was $407 million, up 4% [2][3] Operating Performance - Criteo's media spend reached $4.3 billion in 2025, growing 3% year-over-year, with Q4 media spend at $1.4 billion, up 6% [1][2] - The company launched new tools such as the Audience Agent and Insights Agent to enhance audience planning and data-driven decision-making [1] - Retail Media contribution ex-TAC grew by 2% year-over-year in 2025 but decreased by 18% in Q4 2025 due to scope changes with specific clients [1][2] Share Repurchase and Financial Position - Criteo deployed $152 million for share repurchases in 2025 and increased its remaining share buyback authorization to $200 million [1][3] - As of December 31, 2025, the company had $389 million in cash and marketable securities, reflecting an increase of $56 million compared to the previous year [2][3] - The total financial liquidity position was approximately $891 million, including cash, marketable securities, and credit facilities [2] Future Outlook - For fiscal year 2026, Criteo expects an adjusted EBITDA margin of approximately 32% to 34% of contribution ex-TAC, with contribution ex-TAC growth projected to be flat to +2% at constant currency [2][3] - The first quarter of 2026 is anticipated to represent the low point of the year, with adjusted EBITDA guidance between $50 million and $55 million [2][3]

Core Viewpoint - The Caisse régionale de la Touraine et du Poitou has celebrated its 30th anniversary, demonstrating a strong commitment to local economic support and client service in 2025, with significant growth in credit activity and overall financial performance [1]. Group 1: Credit Activity - The credit activity saw a significant positive shift in 2025, with new credits amounting to €1.6 billion, reflecting a growth of +13.5% compared to 2024 [2]. - Notably, real estate financing experienced a remarkable increase, reaching nearly €825 million (+26%), with a total outstanding amount of €7.8 billion, benefiting first-time buyers through dedicated financing offers [2]. - The support for professionals, including farmers, businesses, and public entities, was robust, with realizations of €635 million (+2.3%) and a total outstanding amount of nearly €4 billion [3]. Group 2: Financial Performance - The Net Banking Income reached €303.9 million, an increase of 7%, driven by growth across all revenue sources, particularly the intermediation margin which rose by +12.6% due to a favorable interest rate environment [6]. - General operating expenses increased moderately to €202.2 million (+2.3%), reflecting the investment policy aimed at future preparedness [6]. - The net social result was €70.9 million, up by 5.7%, while the consolidated result was €82.2 million, marking a 2.1% increase from the previous year [8]. Group 3: Client Engagement and Growth - Approximately 22,700 new clients joined the Caisse régionale in 2025, with a focus on enhancing client relationships both physically and digitally [5]. - The satisfaction index improved for the second consecutive year, indicating a positive trend in client engagement [5]. - The bank plans to launch a new strategic trajectory in 2026, emphasizing a sustainable, digital, and human-centric banking approach [9]. Group 4: Community Support and Future Plans - In 2025, the Caisse régionale supported social cohesion initiatives with €1.7 million directed towards the associative fabric and donated nearly 700 laptops as part of its digital equipment renewal [9]. - The bank aims to strengthen its community impact through the establishment of a corporate foundation in 2026 [9]. - The organization maintains a strong territorial presence with over 1,500 employees and 730 administrators dedicated to serving clients and the local community [10].

Group 1 - Criteo S.A. will announce its financial results for Q4 and fiscal year 2025 on February 11, 2026 [1] - The conference call will be hosted by CEO Michael Komasinski and CFO Sarah Glickman at 8:00 AM ET [1] - The conference call will be accessible via dial-in numbers and will also be webcast live on the company's website [2] Group 2 - Criteo is a global platform that connects the commerce ecosystem for brands, agencies, retailers, and media owners [3] - The company's AI-powered advertising platform has access to over $1 trillion in annual commerce sales [3] - Criteo provides technology, tools, and insights to help businesses drive performance and growth [3]