February 11, 2026

CRTO OQ Transcript 2026 02 11T13 00

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EDITED TRANSCRIPT

CRTO.OQ - Q4 2025 Criteo SA Earnings Call

EVENT DATE/TIME: FEBRUARY 11, 2026 / 1:00PM GMT

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

CORPORATE PARTICIPANTS

Melanie Dambre Criteo SA - Head of Investor Relations

Michael Komasinski Criteo SA - Chief Executive Officer, Director

Sarah Glickman Criteo SA - Chief Financial Officer, Principal Accounting Officer

Todd Parsons Criteo SA - Chief Product Officer, President - Performance Media

CONFERENCE CALL PARTICIPANTS

Tom White DA Davidson & Co - Analyst

Mark Kelley Stifel Nicolaus & Company Inc - Analyst

Justin Patterson KeyBanc Capital Markets Inc - Analyst

Mark Zgutowicz Benchmark Company - Analyst

Timothy Nolan SSR Inc. - Analyst

Richard Kramer Arete Research LLC - Analyst

PRESENTATION

Operator

Good morning and welcome to Criteo's fourth-quarter and fiscal year 2025 earnings call. (Operator Instructions) Please note this event is being recorded.

I would now like to turn the conference over to Melanie Dambre, Senior Vice President, Investor Relations and Corporate Communications.

Please go ahead.

Melanie Dambre - Criteo SA - Head of Investor Relations

Good morning everyone and welcome to Criteo's fourth quarter and fiscal year 2025 earnings call. Joining us on the call today, Chief

Executive Officer Michael Komasinski; and Chief Financial Officer, Sarah Glickman are going to share some prepared remarks. Joining us for the Q&A session is Todd Parsons in his role as Chief Product Officer.

As usual, you will find our investor presentation on our IR website now as well as our prepared remarks and transcripts after the call. Before we get started, I would like to remind you that our remarks will include forward-looking statements which reflect Criteo's judgment, assumptions, and analysis as of today.

Our actual results may differ materially from current expectations based on a number of factors affecting Criteo's business. Except as required by law, we do not undertake any obligation to update any forward-looking statements discussed today. For more information, please refer to the risk factors discussed in our earnings release, as well as our most recent forms 10-K and 10-Q filed with the SEC.

We will also discuss non-GAAP measures of our performance. Definitions and reconciliations to the most directly comparable GAAP metrics are included in our earnings release published today. Finally, unless otherwise stated, all gross comparisons made during this call are against the same period in the prior year.

With that, let me now hand it over to Michael.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Thanks, Melanie, and good morning, everyone. 2025 unfolded a bit differently than we had anticipated. Even so, we delivered solid execution and made good progress against our strategy, closing the year with momentum across our key initiatives. One year into my role, we're aligning the company around commerce intelligence and AI decisioning to simplify the business and scale our opportunity as a commerce

AI platform for the future of shopping.

Consumer attention is more fragmented than ever across websites, apps, social feeds, connected TV, and now AI powered assistants. That fragmentation increases complexity for advertisers, but it creates an opportunity for us to help them navigate it. 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, an AI-driven performance engine that increasingly acts as an orchestration platform and decisioning layer across the ecosystem operating at global scale. Our data foundation gives us visibility into over $1 trillion in e-commerce transactions annually, or roughly $3 billion per day.

With reach across more than 3 billion daily active users across channels, including social, and 5 billion product skews, we have a global view of how shoppers discover and buy products. That scale and capability translate into $39 billion of commerce outcomes for more than

17,000 customers, reinforcing our critical role to help them grow their businesses.

Our diversified reach continues to stand out as a core strength and a differentiator, driving consistent, measurable returns across channels.

Simply put, fragmentation favors platforms that can orchestrate decisions and outcomes holistically. That foundation positions us well for the next major shift shaping our industry, the rise of agentic commerce.

Against this backdrop, we entered 2026 with conviction and focus. Despite low expected growth in 2026, that is already well understood by the market, we are strongly confident in the potential of our business beyond the current transition. Our priorities are clear, and we have a world class team to execute against them. Across each priority, our strategy is consistent: apply proprietary commerce intelligence and

AI decisioning to optimize performance at scale.

First, we aim to be at the forefront of agentic commerce as AI assistants open new pathways for discovery and purchasing. Second, we are focused on scaling our AI powered performance engine across channels, across the full funnel, and through self-service. Third, we are reinforcing our Retail Media leadership by leveraging AI to help retailers shape the future of commerce and deliver measurable outcomes for brands.

Agentic commerce marks the next evolution of digital shopping, where intelligent assistants increasingly influence how consumers discover and choose products and services. Winning in this environment requires turning intent into outcomes informed by real purchasing behavior.

As Large Language Model platforms scale and advertising becomes an important monetization model, delivering relevant product recommendations with measurable outcomes sits squarely in our wheelhouse.

We are prioritizing agentic commerce now because our scaled commerce intelligence and AI decisioning give us a path to win, and we are moving decisively across three focused areas.

First, we are developing an Agentic Commerce Recommendation Service designed for prospective partners, including LLM platforms and personal shopping agents. The objective is to enable these platforms to surface product recommendations that are not only accurate, but highly relevant to purchase intent. In broad offline testing, our approach outperformed baseline large platform recommendations, delivering materially higher relevance.

We observed an average uplift of 60% in prioritizing the products most likely to be purchased. This reflects the value of Criteo's access to real-time purchase data and proprietary AI models optimized for buying behavior. This capability is intended to broaden our partnerships

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call across the ecosystem, and we are already engaged with several potential partners. During the fourth quarter, our proof of concept with an

LLM partner advanced into extended testing, and we are preparing additional testing with other partners.

Second, agentic environments create additional monetization opportunities. We are testing new conversational shopping experiences, including conversational ads and sponsored products within retailer agents. We have progressed a proof of concept and are seeing strong client interest, pointing to a path for monetization within these new experiences.

Over time, we see meaningful opportunity for sponsored discovery as retailers extend their agentic shopping experiences through retailer-owned apps embedded in LLM platforms. Together, these efforts position agentic commerce as a natural extension of our strategy, reinforcing Criteo's role at the center of discovery, relevance, and measurable outcomes as shopping continues to evolve.

And third, we are embedding agentic capabilities directly into our solutions for marketers. Our Model Context Protocol infrastructure allows external agents to interact with Criteo in new ways, enabling more dynamic demand creation, activation, and optimization. Agentic workflows are already live across multiple campaigns and expected to drive broader adoption of our solutions among agency partners and brands.

We now have multiple agents live across the platform, including audience and insights agents, helping clients reduce manual effort and move more quickly from insight to action. We are extending these agentic capabilities into campaign creation and reporting to make activation more efficient and scalable. Agentic commerce is a strategic pillar for Criteo in 2026 and a long-term growth opportunity.

Turning to our second priority, scaling our performance engine. We believe Performance Media has a strong future, and we are re-energizing the business through focused execution across three areas: expanding self-service, increasing cross-channel activation, and extending performance further up the funnel to capture discovery budgets.

Early traction across each of these levers reinforces our confidence, and the addition of Ed Dinichert as Chief Customer Officer last month further strengthens execution. At the center is GO, our AI-powered automation and optimization tool set that enables advertisers to launch high performing cross-channel campaigns in just five clicks. GO is scaling and progressing as planned, and we remain on track to launch our full self-service offering at the end of the first quarter.

GO campaigns deliver stronger results with higher spend, lower churn, and better return on ad spend. On average, GO campaigns that include social activation deliver more than 20% higher ROAS than traditional campaigns. Today, 37% of GO campaigns include social, supporting our cross-channel strategy.

Adoption continues to accelerate. In the United States, one in two campaigns from small clients now runs through GO. Our self-service launch expands our addressable market among small and medium-sized business advertisers and represents a significant multi-year growth driver for Performance Media. Cross channel execution remains a key differentiator and an important growth lever for Criteo. We dynamically allocate and optimize spend across channels through a single, performance-focused orchestration platform.

Social continues to scale with double-digit sequential growth in every quarter of 2025, supported by strong momentum with Meta and expanding engagement with additional partners. New video formats launching this quarter for Instagram and Facebook are expected to support continued growth. We are extending performance further up the funnel as brand performance becomes increasingly important.

In the first half of 2026, we plan to test new discovery solutions designed to introduce brands to new customers with a broader rollout in the second half of the year. While still early, CTV is a growing part of our mix and represents a multi-year opportunity given our under penetration in one of the fastest growing segments of digital advertising.

By combining the reach of traditional television with the precision of digital targeting, CTV is emerging as an increasingly important performance channel. We are launching new campaigns that reflect growing enterprise adoption and continue to onboard premium CTV publishers globally. Together, these strategic initiatives are expanding our addressable market and broadening adoption, positioning

Performance Media for stronger growth in the second half of the year.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

Turning to Retail Media. Retail Media is the fastest growing segment of digital advertising and a growth engine for Criteo. We have a clear leadership position and unmatched supply at scale, including 70% of the top 30 retailers in the US and half of the top 30 retailers in EMEA.

We are executing with focus and expect revenue to return to growth in the fourth quarter as we move past previously communicated near-term headwinds related to scope changes at two clients.

As a trusted partner to 235 retailers, we see agentic commerce reshaping how consumers discover products, not where commerce happens.

Agentic capabilities are emerging as an incremental layer on top of existing retail experiences, improving discovery while engagement and conversion remain anchored on retailer-owned sites across an expanding set of formats and touchpoints. This dynamic is driving retailers to invest further in their own digital storefronts, unlocking new surfaces for sponsored discovery and monetization, and supporting continued growth in e-commerce traffic.

Retail Media remains integral to retailer economics and margin profiles, reinforcing the durability of the category. We help retailers deliver a superior product discovery experience compared with generic LLM outputs. To support this, we are developing an AI-driven optimization layer that allows retailers to balance organic and sponsored content, expanding monetization opportunities while maintaining full control over product selection and ranking. This positions retailers for agentic commerce and reinforces our role as a long-term strategic partner.

Agentic systems are designed to preserve this retailer decisioning, whether through retailer chatbots or integrations with third-party LLM platforms. This control is essential for long-term success and creates clear opportunities for Criteo to help retailers maximize value. We are seeing traction across our strategic initiatives, and we expect Retail Media growth in the underlying client base to accelerate in 2026 versus

2025.

On the demand side, we are enhancing Commerce Max for brands and agencies with new features like search conquesting, advanced analytics, deeper insights, and AI powered optimizations to further simplify holistic activation regardless of budget source. Demand partnerships are unlocking incremental budgets. We completed our Google SA 360 integration in the fourth quarter and saw strong early performance, including 600% ROAS with a leading global CPG brand. We are working closely with Google to build adoption.

Our Miraki partnership continues to expand long tail demand and support retailers as they scale their marketplaces. We expect our demand partnerships to contribute approximately two points of growth this year across the underlying client base. On the supply side, we are strengthening our global leadership with new wins such as Lidl, Europe's leading retailer, and JB Hi-Fi, a leading Australian consumer electronics retailer, alongside major multi-year retailer renewals.

Auction-based display continues to lead our Retail Media growth. Media spend on this new solution increased 65% this quarter, building on last quarter's momentum. Adoption is accelerating with 49 retailers live today and eight new additions this quarter, including Ulta Beauty.

During Black Friday week, on-site display spend, powered by Criteo's technology, more than doubled year-over-year. We are also rolling out auction-based display to our API demand partners, expanding access to incremental advertiser demand. For retailers using auction-based display, format now accounts for 21% of onsite media spend, up from 13% last year, highlighting strong performance.

Shoppable video is also gaining traction, with video spend up 30% sequentially, and acceleration expected in 2026, as retailers move toward full funnel onsite strategies. Offsite, which extends Retail Media beyond retail properties, is becoming more strategic and increasingly always on. One of the world's largest computer brands partnered with us on our largest Commerce Max offsite activation to date this quarter. The campaign reached seven million unique Costco shoppers and delivered more than 2000% ROAS during Cyber Week.

All of this translated into discipline execution in the fourth quarter, with solid contribution ex-TAC and adjusted EBITDA supported by a strong holiday season. Our capital allocation reflects our confidence in the underlying value of the business and the path ahead. The Board increased our remaining share buyback authorization to up to $200 million and we continue to focus on portfolio and corporate structure optimization with the re-domiciliation process on track.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

Looking ahead, we see meaningful opportunities as we move through 2026. By serving as the AI-driven commerce intelligence and orchestration platform across an increasingly complex ecosystem. Criteo is well positioned to benefit from one of the most important shifts in commerce and advertising. We are confident this will deepen our role with clients and partners and support durable growth and long-term shareholder value.

With that, I'll hand it over to Sarah for more detail on our financial results and outlook.

Sarah Glickman - Criteo SA - Chief Financial Officer, Principal Accounting Officer

Thank you, Michael, and good morning everyone. We delivered record results in 2025 with strong margins and robust cash flow generation.

Starting with our financial highlights for 2025.

Revenue was $1.9 billion and contribution ex-TAC grew 3.5% at constant currency to $1.2 billion, reflecting a year over year tailwind from foreign currencies of $14 million. In Performance Media, revenue was $1.7 billion and contribution ex-TAC was the $915 million up 4% at constant currency, with our Commerce Growth solution up 5% and AdTech services down 3%.

In Retail Media, revenue was $264 million and contribution ex-TAC was $260 million up 2% year over year at constant currency. Excluding the two clients with previously communicated scope changes, Retail Media contribution ex-TAC grew 16%. We delivered a strong adjusted

EBITDA margin of 35%, driven by operational leverage enabled by top-line growth, operational productivity, while we strategically continue to invest in agentic AI to fuel our future growth.

We delivered free cash flow of $211 million up 16% year over year. This represents 52% of adjusted EBITDA. Our adjusted net income was

$253 million and adjusted diluted EPS increased to $4.62 in 2025.

Turning to our fourth quarter performance. Revenue was $541 million and contribution ex-TAC was $330 million including a year over year tailwind from foreign currencies of $8 million. At constant currency Q4 contribution ex-TAC was down 4%, as expected, reflecting a $25 million headwind, or about 700 basis points, related to previously communicated scope changes with two Retail Media clients.

Client retention remains high at 90%, underscoring the resilience of our model. Macro trends remain stable throughout the quarter with a solid holiday season. In Performance Media, revenue was $465 million and contribution ex-TAC was $255 million, up 2% at constant currency.

This was driven by our Commerce Growth solution, up 3%, which uses large scale commerce data and AI powered audience modeling to drive cross channel, full funnel activation.

We had a strong Cyber Peak. Travel remained our fastest growing vertical, with growth accelerating to 37%, followed by classifieds which grew 12%. Retail was softer overall, including a 13% decline in department stores and a 12% decline in fashion.

Overall, we continue to benefit from a diversified client base and a global footprint. By region, media spend growth accelerated in EMEA, while trends were softer in the US and Asia Pacific. Similar to last quarter, AdTech services reduced Performance Media contribution ex-TAC growth by approximately 100 basis points due to lower spend in our media trading marketplace.

In Retail Media, revenue was $76 million and contribution ex-TAC was $75 million reflecting the previously communicated $25 million headwind. Excluding this impact, trends were consistent with last quarter, and contribution ex-TAC grew 20% in Q4 across the underlying client base. This growth was driven by continued strength in Retail Media onsite. We benefited from the traction of our auction-based display offering and newly signed retailers.

Growth from existing clients was strong, with the same-retailer contribution ex-TAC retention at 99% or 110%, excluding our largest retailer, driven by multi-year contracts and exclusive partnerships with most of our retailer clients. We had another strong holiday season and saw advertising spend grow in all categories and across all regions during the traditional Cyber 6 peak. Media spend in Q4 grew 25% year over

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call year, as our 4,100 global brands are prioritizing Retail Media as a key channel for their investments to reach relevant audiences and sell more products.

We delivered an adjusted EBITDA of $120 million in Q4 2025. Non-GAAP operating expenses increased 12% year over year, driven by planned growth investments and a foreign exchange headwind on our euro-based costs, partially offset by our continued focus on productivity.

Moving down the P&L, depreciation and amortization was $31 million in Q4 2025, and share-based compensation expense was $7 million down 67% year over year. Our income from operations was $73 million in Q4 2025, and our net income was $46 million. Our weighted average diluted share count was 53.1 million. This resulted in diluted earnings per share of $0.90 and adjusted diluted earnings per share of $1.30 in Q4 2025. In the fourth quarter we canceled a total of 2.2 million shares.

We benefit from a strong financial position with solid cash generation and no long-term debt. We had $891 million in total liquidity as of the end of December, which gives us significant financial flexibility to execute our growth and capital allocation strategy. In the fourth quarter we generated $134 million in free cash flow and $161 million in cash from operating activities, driven by disciplined execution and record low days sales outstanding.

Criteo continues to be a resilient, cash generative business with the financial strength to invest for growth and return capital to shareholders.

In 2025, we deployed $152 million of capital, or 72% of our free cash flow for the year to repurchase 5.4 million shares. As of December 31,

2025, there were $67 million remaining under the current authorized share repurchase program, and the board increased our remaining share buyback authorization to up to $200 million. Our capital allocation strategy demonstrates our confidence in our business strategy, financial strength, and our ongoing commitment to enhance shareholder value.

Turning to our financial outlook, which reflects our expectations as of today, February 11, 2026. For 2026, we expect contribution ex-TAC to be flat to up to 2% at constant currency. As you know, we anticipate low overall growth this year due to Retail Media client scope reductions.

Excluding this $75 million headwind, underlying contribution ex-TAC is expected to grow high single-digit. We expect the low point in the first quarter, given the one-time tiered fee revenue recognized in January 2025, and we expect sequential improvement through the year with a return to growth in the second half.

Our guidance does not assume any revenue contribution from agentic commerce initiatives, given their early stage. We estimate forex changes to drive a positive year over year impact of about $8 million to $12 million on contribution ex-TAC for the full year.

In Retail Media, we expect to drive median spend growth ahead of the market, and contribution ex-TAC is expected to decline year over year in the mid to high teens at constant currency due to the $75 million impact from client scope reductions. Excluding the two clients, the underlying Retail Media contribution ex-TAC for growth for 2026 is expected to accelerate into the high teens to 20% range compared to

16% in 2025.

In Performance Media, we expect contribution ex-TAC to grow mid-single-digit at constant currency in 2026. This reflects the expected ramp up of GO over the course of this year, while we are experiencing lower spend in certain categories including fashion and department stores in the US.

Overall, we anticipate an adjusted EBITDA margin of approximately 32% to 34% for 2026. This reflects continued disciplined investments in agentic commerce and AI innovation and key growth initiatives, costs associated with our return to office and a foreign exchange headwind on our euro-based costs, partially offset by productivity actions.

We prioritize high return investments that lead to sustainable growth, enabling margin expansion. We anticipate that the investments we are making this year will position us for continued top-line growth and strong cash flow generation for the coming years. We expect a normalized tax rate of 27% to 32% under current rules, driven by our evolving revenue mix and certain one-time items related to our redomiciliation. As mentioned last quarter, we anticipate higher CapEx in 2026, primarily related to the renewal of certain data centers, with total CapEx expected to be approximately $190 million as we continue to invest in and to optimize our AI infrastructure. We expect a free

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call cash flow conversion rate of about 40% of adjusted EBITDA before any non-recurring items. For modeling purposes, we assume a flat number of shares outstanding in 2026.

For Q1 2026, we expect contribution ex-TAC of $245 million to $250 million down 9% to 11% at constant currency. As a reminder, Q1 is expected to mark the low point of the year, reflecting an approximately $27 million near-term headwind, or about a 10 percentage-point drag on growth related to the two Retail Media clients. Our Q1 guidance also reflects lower spend for department stores in the US, soft trends in Asia-Pac, and continued softness in AdTech services. We estimate forex changes to drive a positive year over year impact of about

$8 million to $10 million on contribution ex-TAC in Q1. We expect adjusted EBITDA between $50 million and $55 million in a seasonally low quarter, reflecting lower top-line, the timing of certain corporate initiatives, and a foreign exchange headwind on our euro-based costs of

$12 million.

We are pleased that our proposed redomiciliation to Luxembourg and direct Nasdaq listing are progressing as planned with no material tax impact. We continue to expect completion of this redomiciliation to Luxembourg in the third quarter of 2026, subject to shareholder approval later this month and other conditions. Looking ahead, we plan to pursue a further redomiciliation to the United States as early as the first quarter of 2027 to broaden our access to US capital markets.

In closing, we have strong conviction in our strategy, we are excited for agentic commerce, and we remain focused on disciplined execution and capital allocation while delivering strong margins and cash flow generation.

And with that, I will open up the call for questions.

QUESTIONS AND ANSWERS

Operator

(Operator Instructions)

Thomas White, Davidson.

Tom White - DA Davidson & Co - Analyst

Great, thanks for taking my question. Maybe two if I could, I guess first off, Michael, on the agentic offerings that you touched on at the top of the prepared remarks, could you maybe just talk a little bit more about kind of the your end targets or sort of prospects I guess for the

AI recommendation service and you talked about helping surface sort of more personalized product recommendation.

Like if it's the LLMs, I guess I'm just trying to understand like sort of how realistic it is that you're going to just be able to convince them to I guess help influence, you know the way that their search results look, in such a meaningful, kind of an important way.

And then just on the maybe a follow-up on the department store weakness you cited, I'm just curious if there's any, if that's related to the

Saks Global bankruptcy or maybe there's something broader going on there and maybe you could just quantify your exposure, Sarah, to

Saks and all the various brands it has. Thanks.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Yeah, happy to address those, Thomas. Good questions.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

Look, I'll start on the agentic topic and then hand it to Todd, and then Sarah will address the department store question. But, we, as we said in the remarks right, we've broadened out our partnership discussions on the product reco service now to be with multiple partners, and it's driven by the hypothesis that the fidelity and relevancy of product recommendations that comes out of those platforms is essential for them to compete for daily active users, and so it's a really important use case for them and the thesis goes further to say that there's no way for those platforms to surface high-quality recommendations without access to product recommendation engines that are grounded in commerce data, right.

Semantic sort of scraping and compute alone won't get to the fidelity of answers that are required to really win in the commerce recommendation category. So it is early days in terms of how that revenue model might manifest, but it's important for us to expose the deep capabilities that we have and really embed ourselves deeply in that ecosystem as it evolves, and I'll let Todd talk a little bit about sort of the reco engine itself and kind of where we see that going with the partners.

Todd Parsons - Criteo SA - Chief Product Officer, President - Performance Media

Yeah, I would just add to that, because the reco service in our system is application agnostic, Tom, it extends our data distribution advantage for merchants across the full ecosystem not just LLM agents. So everything that Michael said about improving the experience and the results of a query in an LLM agent is true. But the service itself is adaptable to all the rest of our cross-channel full funnel mix.

So whether social platform CTV or other advertising related services, we're able to deliver outcomes in recommendation with an ad payload or not wherever consumers decide. So the flexibility of the service itself supports multiple monetization models as the agent ecosystems develop, not just the LLMs which gives us a great deal of leverage.

Sarah Glickman - Criteo SA - Chief Financial Officer, Principal Accounting Officer

Hello Tom. Just to comment on -- or maybe not comment on specific clients, I would say that in our prepared remarks we talked about department stores being down 13%, and also fashion, which is a protocol for us being down 12%, so we do continue to see, I would say headwinds that started in Q4 that will continue into 2026.

Tom White - DA Davidson & Co - Analyst

Okay, thanks, Michael. Thanks, Todd. Thanks, Sarah.

Operator

Mark Kelley, Stifel.

Mark Kelley - Stifel Nicolaus & Company Inc - Analyst

Great, thank you. Good morning, everyone. A couple of quick ones or maybe not quick. The first one just on Retail Media specifically, I appreciate all the color about the moving pieces for Q1 and as we move throughout the year. I guess maybe can we put maybe a finer point on how we expect underlying growth to kind of -- is it linear throughout the year or is it more of a step up in Q3 and then Q4 as you add these two new partners and we start to lap the other two partners that changed the way they work with Criteo? I guess that's the first one.

And then the second one, can you just remind us the incremental opportunity in Commerce GO. As you move to a self-serve offering and that kind of removes the minimum spend requirements from some of the cohorts that maybe we're not able to use Criteo in the past, can you just walk through those dynamics for us one more time? Thank you.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Sure, Mark, I'll just start the Retail Media question then hand off to Sarah, but there are several growth drivers for that business over the course of the year, and Sarah can then sort of talk about phasing, but we continue to scale the products that we introduced last year, in particular the auction auction-based display product. We continue to win new retailers, as you mentioned in the script and actually Q4 tends to be sort of a quieter quarter for winning new retailers, given their focus on holiday operations.

And then, as we get into this year, the investments in Commerce Max, the additional rollout of features like conquesting, like we continue to have a really robust pipeline of products to roll out that are going to drive growth against that scaled client base, so a lot of confidence in how that business will perform even with the headwind that we've talked about. Sarah, you want to talk a little bit about the phasing and assumptions?

Sarah Glickman - Criteo SA - Chief Financial Officer, Principal Accounting Officer

Yeah. We, I believe we put in the slides a breakdown the quarter-by-quarter impact of the of the two largest clients, but it's certainly front loaded and yes, we do anticipate growth kind of pacing throughout the year, so the Q1 and Q2 more impacted, so it's about $27 million in

Q1 and then it can start to ramp down, but we do continue to have an impact even into Q4 of next year.

Also, I would say that Q1 is our smallest quarter and we obviously have more seasonality going into the second half, so there is a bigger impact if you will see on the percentages just given that dynamic.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Right, and look, I can just start the Go answer real quick and then hand to Todd for some extra color on that. I think -- when we think about

GO, we do get very focused on the SMB opportunity, and the self-service rollout, and I think that's really the sort of new and exciting part.

But the more fundamental part that I would share is GO starts to really be an expression of our cross-channel full funnel strategy. With this sort of very highly automated optimization and decisioning engine that sits in.

It really starts to transition us from a managed service offering some self-serve, and as we really stand up supply channels at scale, the efficacy and power of that cross-channel optimization really starts to come through, and I think that's what we'll see across '26, and that actually will be applicable to our entire client base, not just limited to SMB, although that tends to be the focus with the self-service launch, but I believe that that optimization engine really gets expressed through GO in a more powerful way.

Todd Parsons - Criteo SA - Chief Product Officer, President - Performance Media

I would only add one point to that which is that as we're seeing clients opt in and use the GO product, we are seeing some of those larger clients take advantage of the fact that they can advertise cross-channel full funnel as Michael said and maintain constant performance for whatever KPI it is that they're advertising against. That's what really sets GO and our cross channel full funnel strategy apart. It's making it impossible to think about all of the complexities of the single channel because the product is helping make those decisions and dynamically reallocating budgets for our advertiser and big and small advertisers are tending to like both of them.

Mark Kelley - Stifel Nicolaus & Company Inc - Analyst

Thank you very much. I appreciate it.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

Operator

Justin Patterson, KeyBanc.

Justin Patterson - KeyBanc Capital Markets Inc - Analyst

Great, thank you. Could you expand a little bit more on how you're seeing retailers and brands adopt their own, kind of internal LLM agentic tools right now? I thought it was a good characterization you had of just kind of dimensioning between the broader chatbots that are in the market and then some more retail specific solutions. So would love to hear a little bit more about just what stage those, clients are in their journey.

And then just stepping back it does seem like Agentic has gotten very good at -- excuse me just broader AI has gotten very good at personalizing ads for international markets making them hyper localized. So I'd love to hear just kind of what experience Criteo had around that whether it's just local language, adoption, more kind of targeted scenery with an ad, so on and so forth and how that's influencing conversion rates. Thank you.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Yes, great questions, Justin. I'll take the kind of AI retail question, and then Todd will take the global personalization question.

I think what's interesting about retailers in this sort of AI and agentic conversation is, the starting point, right? They're already very bought in on serving relevant sponsored ads. As a core part of the experience and as part of their business model so that they don't really have any tension about whether that's something they're going to do or not. It's fundamental to retailing and the capabilities that have built up to show sponsored ads in like say on site, those capabilities are directly applicable to the new surfaces and so if you're a retailer. You're not going to sit back and surrender the discovery layer to other platforms for customer journeys that you want to own.

And so they are all aggressively investing in shopping agents for more agentic AI enabled front ends that allow discoverability, a more curated experience, and Criteo is right there, powering the way that relevant sponsored opportunities show up in those surfaces. So in terms of innings, it is early innings, but we have several pilots underway with very large scale retail clients around different versions of that whether it's conversational ads, sponsorship inside of chatbots that are on site, or sponsored products that are going to show up in apps that are hosted on the LLM platforms.

So there's a few different flavors of that, but they're all rushing to make sure that they maintain share of customer journey, and our relevancy engine and data feeds power that. So we're excited about this, and I think you'll see retailers continue to make really good strides and with this across the year.

Todd Parsons - Criteo SA - Chief Product Officer, President - Performance Media

Yeah, on the creative piece so it's not just a regional thing that we're seeing show up. It's really affecting our entire business across the board. Just wanted to seize on Michael's mention of GO where we're using AI for not just localization and personalization but auto generated creation whether it is text to image or whether it's image to video. What we're seeing in practice is that our customers that are self serving into GO are using those products incredibly fast and that the results of using those products, take image to video for instance are really driving higher rates of performance across the board. So this is showing up across our whole business but in the self-service context, specifically it's very exciting.

Justin Patterson - KeyBanc Capital Markets Inc - Analyst

Thank you both.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

Operator

Mark Zgutowicz, Benchmark Company.

Mark Zgutowicz - Benchmark Company - Analyst

Good morning guys. Thanks for taking the questions. This is Alex on for Mark. First, I was hoping you could qualify or quantify the implied decremental adjusted but down margin impact for Retail Media, predicated within guidance for the year, and perhaps what the incremental investment profile for agentic looks like, this year relative to last.

Then second, with offset becoming more of an always on budget, if you will. What level of contribution is implied within guidance this year relative to '25, the large client transition and understanding you're not factoring incrementality from agentic? Thank you.

Sarah Glickman - Criteo SA - Chief Financial Officer, Principal Accounting Officer

Yeah, hello Mark, just on -- we actually put in some slides into the deck related to the walk. We don't fill out the Retail Media related to

EBITDA but we do talk about obviously the new, as I say, the more new growth, rate, so we have assumed that including the growth net of

Retail Media is about 170 basis points kind of upside to the year. And then you'll see from the walk that we've also incorporated within our

EBITDA guidance a growth investment to about 260 basis points kind of going the other way.

So, our assumption is that we are highly focused on the productivity actions within the entire company to ensure that we -- I would say, mitigate and transform from where we are to move forward and that there has been a deliberate shift and focus into agentic AI investments and more productivity actions in terms of there being less now Criteo sold within our Retail Media pipeline.

Mark Zgutowicz - Benchmark Company - Analyst

Got it. Thank you. And I'm just curious if you could elaborate on the implied mix of offsite within guidance this year just direction how to think about incremental drivers in '26, considering, you're not implying or factoring any incrementality from agentic.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Yeah, like we didn't load the plan with any agentic upside from things like the product recommendation engine, but in terms of like retail offsite, I don't think we break that out specifically, but let me comment on just kind of offsite more broadly. The Retail Media offsite market is still in the early innings. Only about 15% of that market is offsite. But it's starting to get traction as platforms mature and look for additional revenue sources beyond sponsored product and on-site opportunities.

So we've got 40 retailers participating in our offsite program, and we mentioned the great, case study with the global computer brand and

Costco in the prepared remarks. It's a great example. Our value prop is differentiated because agencies and brands basically get to approach retail marketing with a fully integrated capability where they can integrate offsite and onsite and have better measurement across how those two are working together, and we leverage unique third-party audiences for offsite. You've got full funnel closed loop measurement.

And we also have several retailers running offsite monetization through our SSP, which gives us another way to approach that market depending on how retailers want to scale that. So, in the SSP we enable brands to access retailer audiences via third-party DSPs if that's the path we go. So early innings, but I think we'll get more focus on this from the industry in '26 and '27, and we've got two paths to execute on that between C-Max and the SSP.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

Mark Zgutowicz - Benchmark Company - Analyst

Very helpful, thank you guys.

Operator

Tim Nolan, SSR.

Timothy Nolan - SSR Inc. - Analyst

Hi, thanks so much for taking the question. I'd like to dig a little bit more into a couple topics that have already come up on the call, and it's really about how do you make money from your clients doing these AI initiatives. So a previous question was about kind of focusing on the retailer client side and these new products that you're launching.

Can you explain, what is the pricing model? How are you charging for that? Is it a transactional based business as you've typically done, or is there like a service element that you're making money off of?

And then on the kind of the big AI company side. I guess they're not necessarily customers of yours, but you need to be integrated with them to make sure that all these agentic processes work. Can you just help us understand, is it more the retailer traditional customer side that you will make money from, or is there a revenue opportunity from the native AI companies as well? Thanks.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Yeah, I'm happy to take that. I'm just making a couple of notes here. Yeah, the monetization opportunities obviously vary. So in retail, surfacing sponsored product in those interfaces is largely the same fee structure that we have today for serving those onsite. It's a take rate model, not dissimilar from how that works today for onsite products.

As we think about the LLMs, like I said earlier, really the play right now is to get out to an industry leadership position with our offering, get deeply embedded into that ecosystem, and then as they develop their monetization models, we'll figure out how we participate in that. It could be a continuum from paying for that API access, almost like fee for content all the way to some kind of participation in their economic model as their monetization strategies evolve and mature. So it is early days there but there's a continuum of paths forward and there certainly needs to be a monetization on that at some point in time.

Todd, you have anything you wanted to add?

Todd Parsons - Criteo SA - Chief Product Officer, President - Performance Media

Yeah. I would just add one thing, Tim, what we know from operating our business for years is that brands want to be discovered. They want new audiences to discover their product or discover them for the first time. Independent of whether it's a paid or an organic discovery. And what you hear Michael saying is that we have two paths to get to those outcomes of a brand being discovered and their product being bought.

One is to take advantage of the traditional paid approach that we have done well for years, and that will show up in the LLMs that are developing advertising solutions. And the other one is organic and you're seeing that from the recommendation service today. We can get a brand discovered organically and that's where the pricing model is a little bit less clear. That has not been part of our core business. It is still representative of an outcome for that brand being discovered, and we know we'll monetize it, but it is an organic discovery rather than a paid discovery.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

So that's why we're a little loose on what we're doing there. The experimentation now is focusing on making sure the discovery works better, and we know the monetization will come right after that.

Timothy Nolan - SSR Inc. - Analyst

Thanks. And can I just follow-up to be clear, you mentioned -- I think Sarah, you said there's no assumption of any upside from Agentic tools.

I guess you're referring to the new things that you've rolled out recently, some of the announcements that you've made. It feels like you may be holding back on the quantification of that given how enthusiastic you are about some of these tools and processes. Am I reading that correctly?

Sarah Glickman - Criteo SA - Chief Financial Officer, Principal Accounting Officer

I would say yes. But to Todd's point, we haven't monetized it yet, so it's -- we can't assume something that we haven't got, I guess, signed contracts for at this point. So we're very excited about it, and we believe we're in a really strong position to be -- I would say, the AdTech company of choice to partner with agentic commerce, but yes, I would hope that you will see more announcements and more upside going forward.

Timothy Nolan - SSR Inc. - Analyst

Great, thank you all.

Operator

(Operator Instructions)

Richard Kramer, Arete Research.

Richard Kramer - Arete Research LLC - Analyst

Thanks very much. Michael, maybe you could shed a little light on the lower take rates that we saw across Retail Media and Performance

Media. Historically, Q4 would see stronger take rates in both segments, and what was driving that weakness? Is it competitive pressure? Is there some other factor here in terms of wanting to lock down business? I mean, what explains that?

And maybe one for Sarah. Given the weak first quarter '26 guidance and your comments about Retail Media growth during the year, how much of the '26 budget do you have currently committed or do you have visibility on and how much still needs to be determined over the course of the year? Thanks.

Sarah Glickman - Criteo SA - Chief Financial Officer, Principal Accounting Officer

Yeah, I'll take the take rate questions, and I just want to clarify your second question so I missed some of that. But in terms of take rate, we do continue to have strong take rates within Performance Media, as we move further up the funnel, those take rates change. So there is some mix related to we're serving more social, more CTV, so we kind of are moving into new areas with, I would say just a different mix of take rate, but we feel very good about the margins that we're getting in Performance Media.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

On Retail Media, we do see the -- I would say the expected compression of the take rate, year on year. That does largely relate to the change that we did in the large retailer client and so that is a part of that impact. And we do also see a mixed issue there as we continue to add more display advertising that would be at a lower take rate than the onsite sponsored ads.

And just to add one comment on the onsite, we see a massive note for us that we do own the onsite space so further to the questions kind of earlier in terms of as we continue to transition and move into these new spaces, they will likely have a lower take rate, however there's clearly more scale there.

Could you just repeat the second question? I didn't hear the whole question.

Richard Kramer - Arete Research LLC - Analyst

I mean given that obviously you're having a what's going to be a pretty slow start to the year and your comments about growth over the course of the year, how much of the '26 budget that you're looking for is currently committed, or do you have line of sight visibility on and

I guess we're all concerned about how that progresses over the course of the year.

Sarah Glickman - Criteo SA - Chief Financial Officer, Principal Accounting Officer

Yeah, I mean I would say we have very strong forecasting capabilities, but as you know most of our revenue is reoccurring revenue and tends to shift season to season and product by product, so we don't have full visibility to the year's forecast, and that's very usual for us.

However, we do have, especially with Ed coming in as well as the commercial leader, we have a very strong focus on our planning cycle with our large retailers and with our large customers kind of at start of the year, a lot of that starting now either for January or February as they move into their new year.

So the feasibility is strong. I would say the AI tools that we have to understand the forecasting along with our clients is also stronger, but same as usual in terms of a high recurring revenue base.

Richard Kramer - Arete Research LLC - Analyst

Okay. thanks.

Melanie Dambre - Criteo SA - Head of Investor Relations

Thank you, Michael, Sarah and Todd. That concludes our call for today. Thanks again to everyone for joining. If you have any follow-up questions, the Investor Relations team is available to assist. Have a great day.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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FEBRUARY 11, 2026 / 1:00PM, CRTO.OQ - Q4 2025 Criteo SA Earnings Call

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