Criteo S.A. (CRTO): Results of Operations and Financial Condition
Criteo S.A. (CRTO) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 CRITEO REPORTS SECOND QUARTER 2026 RESULTS Appointed Connor McGogney as Chief Financial Officer, Effective August 10, 2026 Q2 2026 Media Spend of $1.1 Billion Deployed $30 Million to Repurchase Shares in Q2 2026 NEW YORK - August 5, 2026 - Criteo S.A. (NASDAQ: CRTO)
How this was made
The 30-second read
Why it matters
Traders can reassess near-term earnings power and execution risk given the reported declines, while also tracking the CFO transition and ongoing capital returns.
Market read
Q2 results show revenue and profitability declines, alongside operational updates (OpenAI partnership monetization, retail media client additions) and a CFO change.
What to watch
Retail Media revenue fell 21% due to previously communicated scope changes; excluding that impact, contribution ex-TAC grew 20% in Q2, which could reduce the perceived underlying demand deterioration.
Criteo reports Q2 2026 revenue of $428 million, Contribution ex-TAC of $255 million and Adjusted EBITDA of $73 million; fiscal year 2026 outlook calls for Contribution ex-TAC to decrease -12% to -10% at constant currency.
Revenue, gross profit, Contribution ex-TAC, net income and Adjusted EBITDA all declined year-over-year, while the Company updated its outlook to reflect a more conservative view of business trends for the remainder of the year.
Key metrics
as reported| Metric | Value | q/q | y/y |
|---|---|---|---|
| RevenueGAAP | $428 million | – | (11)% |
| Gross ProfitGAAP | $222 million | – | (14)% |
| Gross Profit marginGAAP | 52% | – | (2)ppt |
| Net IncomeGAAP | $12 million | – | (49)% |
| Net income allocated to shareholders of CriteoGAAP | $11 million | – | – |
| Diluted EPSGAAP | $0.22 per share on a diluted basis | – | (44)% |
| Contribution ex-TACnon-GAAP | $255 million | – | (13)% |
| Adjusted EBITDAnon-GAAP | $73 million | – | (18)% |
| Adjusted EBITDA marginnon-GAAP | 29% | – | – |
| Adjusted net incomenon-GAAP | $41 million | – | – |
| Adjusted diluted EPSnon-GAAP | $0.80 per share on a diluted basis | – | (13)% |
| Operating expensesGAAP | $207 million | – | (9)% |
| Non-GAAP operating expensesnon-GAAP | $158 million | – | (10)% |
| Cash flow from operating activitiesGAAP | $20 million | – | NM |
| Free Cash Flownon-GAAP | $(38) million | – | (3)% |
| FCF / Adjusted EBITDAnon-GAAP | (51)% | – | (10)ppt |
| Cash and cash equivalentsGAAP | $252 million | – | 23% |
| RevenueGAAP | $853 million | – | (9)% |
| Gross ProfitGAAP | $445 million | – | (10)% |
| Net IncomeGAAP | $20 million | – | (68)% |
| Diluted EPSGAAP | $0.37 | – | (65)% |
| Contribution ex-TACnon-GAAP | $506 million | – | (9)% |
| Adjusted EBITDAnon-GAAP | $138 million | – | (24)% |
| Adjusted diluted EPSnon-GAAP | $1.53 | – | (24)% |
| Cash flow from operating activitiesGAAP | $69 million | – | 12% |
| Free Cash Flownon-GAAP | $(22) million | – | (340)% |
| Free Cash Flow on a trailing 12-month basisnon-GAAP | $180 million | – | – |
Segments
| Segment | Revenue | q/q | y/y |
|---|---|---|---|
| Retail MediaA $21 million headwind from previously communicated scope changes with two specific Retail Media clients was partially offset by strong growth across the broader retail partner base. | decreased (21)% | – | (21)% |
| Performance MediaSoft performance in Commerce Growth was partially offset by improved year-over-year trends in AdTech Services. | decreased (10)% | – | (10)% |
Fiscal year 2026 and third quarter 2026 outlook
- NoteFiscal year 2026 Contribution ex-TAC: decrease -12% to -10% at constant currency.
- NoteFiscal year 2026 Adjusted EBITDA margin: approximately 30% of Contribution ex-TAC.
- NoteThird quarter 2026 Contribution ex-TAC: between $237 million and $241 million, or -15% to -14% year-over-year at constant-currency.
- NoteThird quarter 2026 Adjusted EBITDA: between $54 million and $58 million.
Capital returns
- The Company deployed $61 million of capital for share repurchases in the first six months of 2026, including $30 million in the second quarter.
What drove it
- Media spend was $4.5 billion in the last 12 months and $1.1 billion in Q2 2026, up 9% year-over-year at constant currency.
- Retail Media Contribution ex-TAC decreased (21)%, reflecting the temporary impact of previously communicated scope changes with two specific Retail Media clients.
- Excluding the Retail Media scope-change impact, Contribution ex-TAC grew 20% in Q2 across the underlying client base.
- Adjusted EBITDA reflected lower Contribution ex-TAC, planned growth investments, lower than expected bad debt expense and lower than expected employee costs.
- Operating expenses declined mostly due to rigor on resource allocation, productivity gains, and the non-recurrence of a company-wide event held in the previous year.
Concerns
- Revenue decreased (11)% and gross profit decreased (14)% year-over-year.
- Performance Media revenue decreased (10)% amid soft performance in Commerce Growth.
- Free Cash Flow was $(38) million in Q2 2026.
- Third quarter 2026 guidance reflects the temporary impact of scope changes with two specific Retail Media clients.
- The Company updated its outlook to reflect a more conservative view of business trends for the remainder of the year.
What to watch
- Third quarter 2026 Contribution ex-TAC guidance of between $237 million and $241 million.
- Third quarter 2026 Adjusted EBITDA guidance of between $54 million and $58 million.
- The duration of the temporary scope-change impact involving two specific Retail Media clients.
- Performance Media trends, including Commerce Growth and AdTech Services.
- Execution of Retail Media expansion, including new retail partners and sponsored products in AI-powered conversational search.
- Connor McGogney's appointment as Chief Financial Officer, effective August 10, 2026.
Balance sheet and cash flow
- Cash flow from operating activities was $20 million in Q2 2026.
- Free Cash Flow was $(38) million in Q2 2026.
- Cash and cash equivalents, and marketable securities, were $303 million, a $(86) million decrease compared to December 31, 2025.
- As of June 30, 2026, total financial liquidity was approximately $767 million, including $252 million of cash and cash equivalents, $51 million of marketable securities and $464 million available through its revolving credit facility.
Analysis
Criteo reported a weaker second quarter, with revenue of $428 million, gross profit of $222 million and Contribution ex-TAC of $255 million. Revenue decreased (11)%, gross profit decreased (14)% and Contribution ex-TAC decreased (13)% year-over-year. Gross profit margin was 52%, compared with 54% in Q2 2025. Net income was $12 million and Adjusted EBITDA was $73 million, compared with $23 million and $89 million, respectively, in Q2 2025.
Retail Media was affected by a $21 million headwind from scope changes with two specific clients. Retail Media revenue and Contribution ex-TAC each decreased (21)%, while the Company said Contribution ex-TAC grew 20% across the underlying client base excluding that impact. Performance Media revenue decreased (10)% and Performance Media Contribution ex-TAC decreased (10)%, reflecting soft Commerce Growth performance, partly offset by improved year-over-year AdTech Services trends.
Profitability also reflected planned growth investments, although lower than expected bad debt expense and employee costs provided offsets. Adjusted EBITDA margin was 29%, compared with 31% in Q2 2025. GAAP operating expenses decreased (9)% to $207 million and non-GAAP operating expenses decreased (10)% to $158 million. Cash flow from operating activities was $20 million, but Free Cash Flow was $(38) million.
Capital allocation remained active, with $61 million deployed for share repurchases in the first six months of 2026, including $30 million in the second quarter. Cash and cash equivalents and marketable securities were $303 million, while total financial liquidity was approximately $767 million. The Company also appointed Connor McGogney as Chief Financial Officer, effective August 10, 2026.
The updated outlook calls for fiscal year 2026 Contribution ex-TAC to decrease -12% to -10% at constant currency and for an Adjusted EBITDA margin of approximately 30% of Contribution ex-TAC. For the third quarter, the Company expects Contribution ex-TAC between $237 million and $241 million and Adjusted EBITDA between $54 million and $58 million. Management explicitly cited a more conservative view of business trends for the remainder of the year, and the third-quarter outlook includes the temporary Retail Media client scope-change impact.
Management, verbatim
While our second quarter top line performance was disappointing, our long-term strategy remains unchanged. We remain confident in our Commerce Intelligence strategy and are strengthening execution, diversifying our business and positioning Criteo to help shape the next generation of AI driven commerce.
Michael Komasinski, Chief Executive Officer of Criteo
Our updated outlook reflects a more conservative view of our business trends for the remainder of the year. Our strong profitability, cash flow and balance sheet provide the financial flexibility to execute our strategy, maintain disciplined capital allocation and create long term shareholder value.
Sarah Glickman, Chief Financial Officer
Not in the filing
stated, not guessed- Prior-quarter comparisons for reported quarterly metrics.
- GAAP operating income and operating margin.
- Total debt and debt maturities.
- Dividend information.
- Absolute Retail Media revenue and absolute Performance Media revenue.
- Segment-level gross profit, operating income, cash flow and profitability metrics.
- GAAP reconciliation for forward-looking Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance.
- Previous-release outlook for comparison with actual results.
AlphaAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
This is an SEC Form 8-K with Exhibit 99.1 covering Criteo’s Q2 2026 financial results and related corporate updates.
Ticker impact
Criteo reported Q2 2026 results with revenue down 11% YoY, adjusted EBITDA down 18%, and free cash flow of -$38M.
Likely downside bias on any market reaction to the revenue and EBITDA declines, partially offset by buyback activity and cash balance.
The newest disclosed datapoints are the Q2 financial results and the updated outlook language, plus the CFO appointment effective Aug 10 and $30M Q2 repurchases. The article does not provide specific forward guidance numbers, limiting precision on magnitude.
Market effects
Signals pressure in retail media and performance media demand, which can influence sentiment across commerce intelligence and adtech peers.
No explicit regional macro drivers disclosed beyond multi-country ChatGPT Ads expansion.
OpenAI partnership and AI-driven commerce monetization updates may affect global retail media competitive positioning.
Counterpoint
Despite GAAP weakness, adjusted profitability and cash balance remain supportive, and the client-base growth ex-headwind suggests the decline may be partly scope-related.
Key entities
- companyCriteo S.A.
Commerce intelligence platform reporting Q2 2026 results and announcing CFO appointment and share repurchases.
- personConnor McGogney
Appointed Chief Financial Officer effective August 10, 2026.
- personSarah Glickman
Outgoing CFO, remaining as advisor through end of September.
- partnerOpenAI
Criteo’s advertising technology partner since March 2026 for ChatGPT Ads inventory.
