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Criteo S.A.: Q4 FY2025 earnings call

What management said about Q4 FY2025, from the documents filed with the SEC on 11 February 2026: press release. Guidance figures: 1 raised, 5 new, 1 kept. The quarter’s numbers.

Key takeaways

  • Full-year Contribution ex-TAC rose 5%: Contribution ex-TAC for 2025 rose 5% to $1.2 billion, or 3% at constant currency, while Adjusted EBITDA rose 4% to $407 million. Source
  • Q4 revenue and Contribution ex-TAC fell: Q4 revenue was $541 million, down 2% (down 4% at constant currency). Q4 Contribution ex-TAC was $330 million, down 1% (down 4% at constant currency). Source
  • Retail Media fell in Q4 on client changes: Q4 Retail Media revenue fell 17% (18% at constant currency), reflecting scope changes with two clients. Full-year Retail Media Contribution ex-TAC rose 2%. Source
  • Agentic AI products introduced: Criteo introduced Agentic Commerce Recommendation Service for AI shopping assistants and launched Audience Agent and Insights Agent for planning and decisions. Source
  • Q4 Adjusted EBITDA margin fell: Q4 Adjusted EBITDA was $120 million, down 17%, and its margin was 36% against 43%. Management tied this to planned growth investments and lower Contribution ex-TAC. Source
  • Free cash flow rose 16% for the year: Free Cash Flow was $211 million for 2025, up 16%, and operating cash flow was $311 million, up 21%. Management cited the lowest DSO on record. Source
  • Board approved Luxembourg conversion: After a favorable works council opinion, the Board approved the previously announced transfer of Criteo's legal domicile from France to Luxembourg. Source

“We are advancing our position at the forefront of agentic commerce, with differentiated commerce data, AI driven decisioning, and global reach that provide durable advantages”

Michael Komasinski, Chief Executive Officer of Criteo

Guidance

AreaPeriodFigureAgainst last quarter
Contribution ex-TAC growth SourceFiscal year 2026flat to +2% at constant currencyNew
Adjusted EBITDA margin SourceFiscal year 2026approximately 32% to 34% of Contribution ex-TACNew
Contribution ex-TAC SourceFirst quarter 2026$245 million and $250 million, or -11% to -9% year-over-year at constant currencyNew
Adjusted EBITDA SourceFirst quarter 2026$50 million to $55 millionNew
Share repurchase authorization SourceAs of February 6, 2026up to $200 millionRaised
Conversion completion timing SourceThird quarter 2026third quarter of 2026Kept
Exchange-rate assumptions SourceFirst quarter and fiscal year 2026U.S. dollar-euro 0.847; U.S. dollar-Japanese Yen 154; U.S. dollar-British pound 0.737; U.S. dollar-Korean Won 1,450; U.S. dollar-Brazilian real 5.40New

What changed from last quarter

  • New guidance: Fiscal 2026 guidance was issued for Contribution ex-TAC growth and Adjusted EBITDA margin. Source
  • New guidance: First quarter 2026 guidance was issued for Contribution ex-TAC and Adjusted EBITDA. Source
  • New: The Board approved the previously announced transfer of legal domicile from France to Luxembourg, after the works council opinion. Source
  • New: The remaining share repurchase authorization was increased to up to $200 million. Source
  • New: Agentic Commerce Recommendation Service was introduced to power AI shopping assistants. Source
  • New: Audience Agent and Insights Agent were launched for audience planning and platform decisions. Source
  • New: Lidl and JB Hi-Fi were added to the Retail Media footprint. Source

Full-year and fourth-quarter results

  • Full-year Contribution ex-TAC rose 5%: Contribution ex-TAC for 2025 rose 5% to $1.2 billion, or 3% at constant currency, while Adjusted EBITDA rose 4% to $407 million. Source
  • Q4 revenue and Contribution ex-TAC fell: Q4 revenue was $541 million, down 2% (down 4% at constant currency). Q4 Contribution ex-TAC was $330 million, down 1% (down 4% at constant currency). Source
  • Q4 earnings per share declined: Q4 net income was $46 million, or $0.90 diluted EPS, against $72 million and $1.23 a year earlier. Adjusted diluted EPS was $1.30, against $1.75. Source
  • Full-year net income and EPS rose: 2025 net income was $149 million, or $2.64 diluted EPS, against $115 million and $1.90 in 2024. Adjusted diluted EPS was $4.62, against $4.57. Source

Segments and regions

  • Retail Media fell in Q4 on client changes: Q4 Retail Media revenue fell 17% (18% at constant currency), reflecting scope changes with two clients. Full-year Retail Media Contribution ex-TAC rose 2%. Source
  • Performance Media grew for the year: Performance Media Contribution ex-TAC rose 5% in 2025 (4% at constant currency). In Q4 it rose 5% (2% at constant currency), with lower AdTech services and supply. Source
  • Regional revenue mixed in Q4: Q4 revenue was $242 million in the Americas (down 12%), $203 million in EMEA (up 11%) and $96 million in APAC (up 1%). Source

“We generated strong margins and cash flow in 2025, demonstrating the strength of our operating model.”

Sarah Glickman, Chief Financial Officer

Products, clients and media spend

  • Agentic AI products introduced: Criteo introduced Agentic Commerce Recommendation Service for AI shopping assistants and launched Audience Agent and Insights Agent for planning and decisions. Source
  • Media spend reached $4.3 billion: Media spend was $4.3 billion in 2025, up 3% at constant currency, and $1.4 billion in Q4, up 6%. Source
  • Lidl and JB Hi-Fi joined Retail Media: Lidl and JB Hi-Fi were added to the Retail Media footprint. The company reported 16,786 clients at the end of Q4. Source

Costs, margins and operating expenses

  • Q4 Adjusted EBITDA margin fell: Q4 Adjusted EBITDA was $120 million, down 17%, and its margin was 36% against 43%. Management tied this to planned growth investments and lower Contribution ex-TAC. Source
  • Q4 operating expenses rose 9%: Operating expenses were $225 million, up 9%. Non-GAAP operating expenses rose 12% to $184 million. Source
  • Gross profit margin reached 55%: Q4 gross profit was $297 million at a 55% margin, against 54%. Full-year gross profit margin was 54%, against 51%. Source
  • Full-year non-GAAP expenses rose 7%: Full-year operating expenses were $847 million, up 2%. Non-GAAP operating expenses were $668 million, up 7%, mostly on planned growth investments. Source

“We returned $152 million to shareholders through share repurchases while maintaining a strong balance sheet”

Sarah Glickman, Chief Financial Officer

Cash flow, balance sheet and capital

  • Free cash flow rose 16% for the year: Free Cash Flow was $211 million for 2025, up 16%, and operating cash flow was $311 million, up 21%. Management cited the lowest DSO on record. Source
  • Liquidity stood at $891 million: Cash and marketable securities were $389 million at year-end. Total financial liquidity, including the credit facility and M&A treasury shares, was about $891 million. Source
  • Q4 operating cash flow declined 5%: Q4 operating cash flow was $161 million, down 5%. Free Cash Flow was $134 million, down 8%. Source
  • Buybacks of $152 million in 2025: The company deployed $152 million on share repurchases in 2025. The Board raised the remaining authorization to up to $200 million in February 2026. Source

Redomiciliation and listing

  • Board approved Luxembourg conversion: After a favorable works council opinion, the Board approved the previously announced transfer of Criteo's legal domicile from France to Luxembourg. Source
  • ADS structure replaced by ordinary shares: The Conversion would replace the American Depositary Share structure with ordinary shares directly listed on Nasdaq. Source
  • Buybacks to cover employee equity: Repurchased shares are intended to satisfy employee equity obligations instead of new shares, limiting dilution, and to fund potential acquisitions. Source

2026 guidance assumptions

  • No acquisitions or disposals assumed: Guidance assumes no acquisitions or dispositions in the first quarter or in fiscal 2026. Source
  • Exchange-rate assumptions reset: Guidance uses updated exchange rates for the euro, yen, pound, won and real, which differ from those used in the prior guidance. Source
  • GAAP reconciliation not provided: Management said reconciliations of guidance to GAAP measures are not available without unreasonable efforts, given variable excluded charges such as equity compensation. Source

Coming up, as management said on 11 February 2026

  • Shareholder vote on Conversion February 27: The general meeting to approve the Conversion and related proposals is set for February 27, 2026, at the Paris registered office. Source
  • Later U.S. redomiciliation planned: After the Conversion, Criteo intends to pursue a subsequent redomiciliation to the United States if its Board so determines, subject to works council consultation. Source
  • First quarter expected as year's low: Management said the first quarter of 2026 is expected to be the low point of the year, reflecting the near-term effect of the Retail Media scope changes. Source

Figures management reported

FigureReported
Clients, end of Q4 2025 Source16,786
Media spend, 2025 Source$4.3 billion
Media spend, Q4 2025 Source$1.4 billion

Risks management discussed

  • Financial: Higher planned growth investments in operating expenses, together with lower Contribution ex-TAC, reduced Q4 Adjusted EBITDA. Source
  • Demand: Performance Media growth was partly offset by lower AdTech services and supply revenue. Source

Earlier plans management reported on

  • Met: Management said the Q4 2025 Retail Media decline came in as expected, reflecting previously communicated client scope changes. Source
  • Not stated: Management said the timing for completing the Conversion remains the third quarter of 2026, subject to shareholder approval. Source

Other quarters

Summarised with AI from the documents the company filed with the SEC. Every point is checked against the filing before it is shown: management’s own words word for word, figures against the line or table row they come from. A point that fails the check is left out. Source opens the filing at that line.