CRTO

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How CRTO rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risk Factors”, which are summarized below: Risks Related to Our Business and Industry • 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. • 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 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. • Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business. • Our international operations and expansion expose us to several risks. • 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 derive a significant portion of our revenue from companies in the retail, travel and marketplaces industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business. • 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 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 will depend in part on our ability to expand into new advertising channels. • Our future success will depend in part on our ability to expand into new industry verticals and continue to build on existing verticals. • 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. • 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 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.
R isks 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. • If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected. • 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. • 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 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.
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. • 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.
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.
General Risk Factors • 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.
Risks Related to the Conversion • We expect to incur additional costs in connection with the Conversion and management attention may be diverted to complete the Conversion, and our business may otherwise be impacted by disruptions or uncertainty associated with the Conversion. • Legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the Conversion, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof, could materially delay or prevent the Conversion, eliminate or reduce some or all of the anticipated benefits of the Conversion or otherwise materially and adversely affect our business, results of operations and financial condition. • The Conversion is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay the Conversion. • Following the completion of the Conversion, we may be delayed in or fail to complete a subsequent transfer of our domicile from Luxembourg to the United States. • The market for our shares may fluctuate as a result of the Conversion. • Our tax position could be adversely impacted by changes in tax laws in various jurisdictions. • Lux Criteo may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S.
Holders of Lux Criteo ordinary shares. • After the Conversion, if we declare and pay dividends, dividends you receive will generally be subject to Luxembourg dividend withholding tax. • The Conversion may not allow us to maintain a competitive worldwide effective corporate tax rate. • We will be subject to various Luxembourg taxes as a result of the Conversion. • There could be adverse tax and other consequences if we fail to maintain sufficient presence in Luxembourg. • Certain of your rights as a shareholder will change as a result of the Conversion. • As a Luxembourg company following the Conversion, we face legal requirements and limitations on company governance and actions which may negatively impact our ability to manage the company and respond to market conditions. • The Lux Articles will contain a provision enabling an acquiring person or group of persons acting in concert to require the sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company subject to meeting certain criteria. • Our ability to pay dividends will be restricted under Luxembourg law following the Conversion. • Our shareholders may face more challenges in protecting their interests compared to shareholders of a U.S. corporation, which could adversely impact the trading of our ordinary shares and our ability to pursue equity financings. • Holders of ordinary shares of Lux Criteo may not be able to exercise preferential subscription rights and may suffer dilution of their shareholding in the event of future share issuances. • Investors may have difficulty enforcing civil liabilities against us or any of our directors, officers or other employees. • The Lux Articles will contain an exclusive forum provision that could limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits against us or any of our directors, officers or other employees. • Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws.
On October 29, 2025, the Company announced its intention to pursue a transfer of its legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares ("ADSs") structure with ordinary shares to be directly listed on Nasdaq.
The Conversion requires a shareholder vote for approval, which will be conducted through a general meeting of the Company’s shareholders on February 27, 2026.
If shareholder approval is obtained, and the other conditions are satisfied or waived, the Conversion is expected to be completed in the third quarter of 2026.
Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from Luxembourg to the United States, subject to the Company's Board of Directors' (the "Board") determination that such action is in the best interests of the Company and its shareholders.
Business Overview Criteo connects the global commerce ecosystem for brands, agencies, retailers, and media owners to drive measurable business outcomes.
Powered by Artificial intelligence ("AI") and inform ed by $1 trillion in an nual commerce transactions, our technology enables discovery, engagement, and conversion across the shopper journey.
We reach shoppers wherever they are with personalized advertising and deliver the outcomes that matter most to brands.
All of this is powered by our unique commerce data foundation and AI-driven performance engine that increasingly acts as an orchestration platform and decisioning layer across the ecosystem, operating at global scale.
We deliver value to marketers and media owners through our Commerce Intelligence Platform, which combines scalable commerce data, broad media access, and predictive AI to reach and engage shoppers in real time with highly relevant ads.
In 2025, we powered ove r $39 billion in commerce outcomes, activated more than $4.3 billion of media spend, and delivered 2 trillion targeted ads across the open internet and retailer ecosystems.
Our platform serves approximately 17,000 clients , including leading global brands, retailers, and media owners.
In Performance Media, we help them capture user activity on their websites and mobile apps, referred to as digital properties, and translate that intent data into actionable insights.
This enables our clients to deliver high-performing campaigns across all stages of the marketing funnel, from discovery to conversion.
In Retail Media, we help brands reach consumers near the digital point of sale on retailer and marketplace sites, while enabling retailers to monetize their audiences and inventory.
Each of the last three years, our average client retention rate remained approximately 90%, demonstrating the durability of our platform and relationships.
Criteo’s competitive advantage lies in three core assets: 1.
Actionable Commerce Data: We curate one of the largest commerce data sets in the world, normalizing and mapping ove r 5 billion SKUs to brands, merchants, and transactions.
This gives us unique insight into people– product relationships and purchase intent across categories and channels. 2.
Extensive, Cross-Channel Media Access: We reach approximately 740 million daily active users through direct integrations with thousands of media owner partners, and more than 3 billion daily active users through social media networks, enabling advertisers to engage shoppers at scale while maintaining the highest standards of consumer privacy. 3.
Proprietary Predictive AI: With over two decades of AI innovation, our models continuously learn from billions of shopping interactions, including product views, clicks, shopping carts and transactions, optimizing campaigns in real time to deliver superior outcomes for our clients.
Every day, our algorithms analyze vast amounts of commerce data to predict intent, personalize ad creatives , and optimize bids, all in compliance with global privacy standards such as the General Data Protection Regulation (“GDPR”) and California Consumer Privacy Act of 2018 (the “CCPA”) .
This continuous learning loop improves performance and strengthens our platform’s intelligence over time.
Criteo operates at the intersection of commerce, media, and technology, uniquely positioned to capture the next wave of growth in digital advertising.
As consumer journeys expand across retail media, the open web, social, connected television ("CTV"), and emerging AI-driven experiences, our platform enables advertisers to reach audiences wherever they shop, and to do so with precision, scale, and trust.
Industry Trends Criteo operates at the center of profound shifts in the digital advertising and commerce ecosystems.
Consumer attention continues to fragment across devices, channels and emerging AI-driven environments, creating both complexity for marketers and opportunity for Criteo.
Our goal is to engage consumers wherever they are in their shopping journeys and to help brands, agencies and retailers deliver measurable outcomes across retail media, the open internet, mobile, social platforms, online video and CTV.
Several secular trends continue to shape our industry and inform our strategy.
Ecommerce growth and digital transformation Global ecommerce continues to expand rapidly.
According to eMarketer, retail ecommerce penetration is expected to reach 23% in 2027, up from 20% in 2024 .
This sustained growth is creating more advertising inventory in digital commerce environments and driving continued shifts in marketing budgets toward measurable, data-driven channels.

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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.
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.
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.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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