October 29, 2025

CRTO USQ Transcript 2025 10 29

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EDITED TRANSCRIPT

CRTO.OQ - Q3 2025 Criteo SA Earnings Call

EVENT DATE/TIME: OCTOBER 29, 2025 / 12:00PM GMT

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 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

CONFERENCE CALL PARTICIPANTS

Justin Patterson KeyBanc Capital Markets Inc - Analyst

Todd Parsons Criteo SA - Chief Product Officer

Ygal Arounian Citibank Cameroon SA - Analyst

Mark Kelley Stifel, Nicolaus & Company Inc - Analyst

Tim Nollen SSR - Analyst

Doug Anmuth JPMorgan Chase & Co - Analyst

Matthew Cost Morgan Stanley - Analyst

Mark Zgutowicz Benchmark Company LLC - Equity Analyst

Richard Kramer Arete Research LLC - Analyst

PRESENTATION

Operator

Good morning, and welcome to Criteo's third-quarter 2025 earnings call. (Operator Instructions) Please note, this event is being recorded. And I would now like to turn the conference over to Ms. Melanie Dambre, Vice President, Investor Relations. Thank you. Please go ahead.

Melanie Dambre - Criteo SA - Head of Investor Relations

Good morning, everyone, and welcome to Criteo's third-quarter 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 investor relations website now as well as our prepared remarks and transcript 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 judgments, assumptions, and analysis only 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 growth comparisons made during this call are against the same period in the prior year. With that, let me now hand it over to Michael.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Thanks, Melanie, and good morning, everyone. Thanks for joining us today. Well, what excites me most about this quarter isn't just the strength of our results, but how our business is growing into a platform that reaches far beyond any single channel or format. Consumer attention is more

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call fragmented than ever, across websites, apps, social feeds, connected TV, and now AI-driven assistance. That fragmentation creates complexity for advertisers, but it creates opportunity for us.

Criteo is built to meet shoppers wherever they are and deliver the outcomes brands care most about. Progress we're making in Performance Media, in Retail Media, and in agentic AI, shows our strategy is working, and our opportunity is only expanding. Since stepping into this role, I focused on getting close to our teams, our clients, and our partners. And what I see gives me confidence that we are on the right path.

We're building on our strengths and sharpening our focus, and we're seeing early results from our push for greater decentralization and agility.

Our purpose is clear. We power shopper journeys that unlock Commerce outcomes. We help brands, agencies, and retailers connect with consumers wherever they are across every channel and every device. We've evolved from being an open-web company to a diversified multichannel platform with about 85% of our media spend now happening outside of desktop display.

Retail Media represents roughly half of our spend with strong growth across mobile, social, and video, including CTV. This cross-channel diversification continues to set us apart from single-channel ad tech players and walled gardens. Criteo's diversified reach across these channels is a core strength that's often underappreciated. Our platform enables consistent, measurable returns across channels, delivering stronger performance in siloed alternatives.

As advertisers focus on outcomes rather than media buying, they're looking for the ability to accurately measure performance across a variety of consumer touchpoints. Our data, our AI, and our global reach create a foundation that gives us a distinct competitive edge to deliver measurable outcomes for our clients. With this strong cross-channel foundation in place, we're now focused on the next major shift shaping our industry, the rise of agentic AI. This is a natural extension of our strategy.

Intelligent assistants are starting to guide people through their shopping journeys, helping them discover, compare, and choose products in new ways. We see this as another channel where brands will want to engage because every major shift in digital has created more fragmentation, not less. We're moving fast to prepare for this future. Our MCP server is live and has powered our first client campaigns, proving the flexibility of our platform and new workflows.

In Performance Media, we've developed new agents that let brands generate audiences or surface insights instantly. removing friction from data workflows. In Retail Media, we're piloting sponsored recommendations within retailer agents. These are clear signs of how our platform adapts to new behaviors and new channels.

Looking ahead, the opportunity is to bring together the proven performance of recommendation systems with the usability of large language models. Our performance engine keeps getting stronger with every AI innovation we deliver including our latest deep learning bidding model and it's powered by one of the most complete sets of commerce data in the market.

We combine normalized product information from thousands of e-commerce players with a global map of how people search, browse, consider, and buy across categories. This curated view of products and shoppers reveals the connections that predict intent and enable precise product recommendations. It gives us a data set that is uniquely structured, granular, and scalable, making our recommendations more accurate, more actionable, and ultimately more valuable for clients and partners. And it's an advantage that is very hard to replicate.

We're thrilled to be partnering on a proof of concept with a major AI-powered assistant to explore how our technology can seamlessly integrate into their ecosystem, a strong signal of how relevant we believe Criteo will be in the next phase of digital commerce. This includes exploring how integrating our product recommendation API into product-level search to drive incremental performance and relevance for users.

Turning to Performance Media. This part of our business is in the midst of an exciting transformation. We're moving from a managed service model to a self-service AI-first platform that can serve customers more broadly and capture a greater share of their budgets. This shift matters because self-service not only lowers cost to serve but also opens the door to a much larger market by allowing our technology to integrate within partner ecosystems and reach a broader universe of SMB advertisers.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

At the center is our GO! solution where momentum is building quickly for our small and mid-sized clients. For example, one in four campaigns from small clients now run through GO!, up from just 10% last quarter and we expect that to double again by year-end.

GO! simplifies performance marketing through automation and built-in optimization, driving higher spend, lower churn, and stronger return on ad spend. GO! has also accelerated in adoption and social, which now accounts for approximately 35% of our GO! campaign revenue. As we continue to expand across channel access and full-funnel capabilities, we see significant opportunity ahead. Progress we're making reinforces our confidence that Performance Media will become an even stronger growth engine for Criteo going forward.

Our engine is purpose-built to optimize performance holistically across channels and throughout the full-buyer journey. Social is a great example with more than 3 billion daily active users. Its share of Performance Media business has nearly tripled since last year. Cross-channel, full-funnel campaigns for large enterprise clients drove 5 times more new users and positive incremental return on ad spend, proving that our engine delivers true performance lift across CTV, social, and video.

We're also extending into Connected TV, which is emerging as a new performance channel. Marketers can activate CTV campaigns through our

Commerce Growth demand solution or our Commerce Grid Supply Side Platform, and the results are compelling. A food brand tripled household exposure and a luxury fashion brand lifted transactions per user by 50%, revenue per user by 25%, and new buyers by 7%. With Criteo still underpenetrated in the second fastest-growing part of the digital advertising ecosystem. CTV represents a significant multi-year growth opportunity.

Another area where we see significant opportunity is with our marketplace offering, which allows marketplaces to offer their merchants Criteo's targeting and retargeting tools. Marketplaces now account for more than half of global e-commerce sales and our solution helps them unlock incremental ad revenue while strengthening merchant retention. This is a scalable new channel of distribution that accelerates adoption of our platform across a broader commerce ecosystem.

Turning to Retail Media. It continues to be a powerful growth engine despite the near-term headwinds that we expect to work through in the coming quarters. This quarter, we drove over $450 million in media spend, up 26% year over year, with more than 4,100 brands worldwide. We're making it easier for brands and agencies to plan, buy, and optimize Retail Media spend through partnerships with Google, Microsoft, and Mirakl, while also deepening agency relationships and bringing more brands onto the platform.

Our new partnership with DoorDash underscores the strength of our demand generation engine. Our new API integration with Google is live. It is especially important because it captures brand search budgets that have historically sat outside of Retail Media, opening new spend opportunities.

As Google's first on-site retail media partner, we're seeing strong interest from both existing and new retailers looking to take advantage of this integration.

Search is one of the largest pools of digital ad spend, and as we roll out this offering through Google Search Ads 360 in the Americas in Q4, it gives us access to an estimated $172 billion in addressable spend, a portion of which we expect will move into Retail Media over time. While still early, we see this as a multi-year growth driver starting in 2026. We're also encouraged by the early traction of our Mirakl partnership, which is opening up demand from mid- to long-tail advertisers and helping us expand with retailers, including Lowe's and Ulta Beauty as they grow their marketplaces.

With Microsoft, we're excited to begin testing this quarter. We're rolling out scalable real-time bidding solutions that enable programmatic buying while ensuring retailers retain full control over their data and site experience. On the Supply side, we're executing with strong momentum led by the rapid success of our auction-based display format which has quickly become the fastest-growing ad format in Retail Media. On-site display spend grew 42% this quarter and retailer adoption more than doubled with 41 retailers now live and more coming in Q4. And that represents 12% of our Retail Media business, up from 9% last quarter with meaningful upside as it can reach 30% to 40% of our clients' media mix.

Our global retailer network continues to expand, now at 235 retailers, including Sephora, Fragrance Shop in the UK, and Zepto in India, and new market entries with Migros, and Interdiscount in Switzerland, and Massmart in South Africa. Shoppable video is gaining traction, too, and contributing to the success of full-funnel onsite strategies to drive over five times higher conversion and five times more new buyers than sponsored products alone. We're expanding offsite with Superdrug as our latest client to adopt the solution, and we see opportunities to extend Retail Media offsite into CTV and social.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

All of this reinforces our confidence in the long-term growth trajectory of Retail Media. Overall, we delivered solid results this quarter. Media spend grew 4%, representing a 400-basis-point improvement from last quarter. Contribution ex-TAC increased 6% year-on-year, and adjusted EBITDA margin came in above guidance. We have the right team and strategy in place to reaccelerate growth over the next few quarters and the foundations we're building will drive multi-year benefits.

As part of that effort, I'm thrilled to announce that Ed Dinichert as our new Chief Customer Officer, a key addition to our leadership team, who will further strengthen execution and ensure client success remains central to everything we do. This morning, we also announced our intention to redomicile Criteo to Luxembourg and replace our current ADS structure with a direct listing of our ordinary shares on Nasdaq.

We view this as an important strategic step toward unlocking significant and sustainable shareholder value, which reflects our commitment to ensuring Criteo has the optimal corporate structure. It is expected to offer significant advantages over our existing structure, including eliminating most of the legal complexities currently applicable to Criteo, enhancing flexibility in capital allocation, and broadening our shareholder base, and

Sarah will provide additional details on this shortly.

To close, Criteo has real momentum. We're executing with conviction, building on a durable strategy, and positioning ourselves to capture the most important shifts in commerce and advertising. We're confident that this will translate into sustained growth and long-term value for our shareholders.

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 strong Q3 results with significant operational leverage driven by top-line growth and disciplined cost management. Revenue was $470 million, and contribution ex-TAC increased to $288 million. This includes a year-over-year tailwind from foreign currencies of $6 million. At constant currency, Q3 contribution ex-TAC grew by 6% year over year, representing 15% on a two-year stack.

Client retention remains high at close to 90%, underscoring the resilience of our model. Macro trends remained stable throughout the quarter and during the back-to-school season, we saw higher advertising spend year over year across several key categories including office supplies, furniture, and personal care. In Performance Media, revenue was $403 million, and contribution ex-TAC was $222 million, up 5% at constant currency, and

10% on a two-year stack. This was driven by our Commerce Growth solution, up 6% which leverages our large-scale commerce data and AI-powered audience modeling technologies connect advertisers with in-market shoppers. We also benefited from incremental AI-driven performance enhancements on top of the strong AI improvements we implemented last year.

AdTech services reduced Performance Media Contribution ex-TAC growth by approximately 100 basis points due to lower spend in our media trading marketplace. Overall, we benefit from a diversified client base and a global footprint. By region, we saw immediate spend growth in Asia

Pac and EMEA, and softer but improving trends in the US. Travel remains our fastest-growing vertical, up 24%, with classified about 14% and marketplace is also performing well. Retail net spending was softer, including an 11% decline in fashion.

In Retail, Media revenue was $67 million, and contribution ex-TAC grew 11% at constant currency to $66 million, up 34% on a two-year stack.

Growth was driven by continued strength in Retail Media onsite. We benefited from the traction of our auction-based display offering and the addition of newly signed retailers. We continue to win new retailers across all regions.

Media spend in Q3 grew 26% year over year, outpacing the market and reflecting share gains. We saw continued expansion with CPG and smaller brands, and we onboarded 100 new brands this quarter. Momentum with agencies also remained strong, and our 4,100 global brands are prioritizing

Retail Media as a key performance channel.

We delivered adjusted EBITDA of $105 million in Q3 2025, up 28% year over year, resulting in adjusted EBITDA margin of 36%, up 500 basis points year over year. This reflects strong operational leverage from top-line growth, AI-driven productivity gain, and cost discipline as well as

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call lower-than-expected total charges for RSUs. We also benefited from approximately $8 million due to the timing of certain marketing expenses shifting into Q4 and lower bad debt expense.

Non-GAAP operating expenses were flat year-over-year at $158 million in Q3, reflecting our disciplined resource allocation while enabling continued investment in product innovation. We continue to build on our strong operational fitness to enable greater scale and efficiency, including driving productivity gains through Commerce GO! and AI-powered tools.

Moving down the P&L, depreciation and amortization was $30 million in Q3 2025. Equity-related compensation expense was $15 million compared to $35 million in Q3 last year. Our income from operations of $52 million, up sharply compared to $10 million in the same quarter last year, and our net income improved to $40 million, reflecting both revenue growth and operational leverage, and lower equity-related compensation expense.

Our weighted average diluted share count was $53.8 million compared to $58.4 million a year ago, which resulted in diluted earnings per share of

$0.70. Our adjusted diluted EPS was $1.31 in Q3 2025, up 36% year over year. Free cash flow was $67 million in Q3, up 74% year over year. We are delivering consistent upward momentum in adjusted EPS and free cash flow per share, demonstrating long-term value creation. We expect to deliver free cash flow conversion above 45% of adjusted EBITDA this year, excluding non-recurring items.

Criteo is a well-managed, resilient cash-generative business with a financial strength to invest for growth and return capital to shareholders. We closed the quarter with $811 million in total liquidity and no long-term debt, giving us the flexibility to execute our strategy and pursue disciplined balanced capital allocation. We are confident in our business strategy and the priorities remain clear: invest in organic growth as new value-enhancing acquisitions and return capital to shareholders. We deployed $11 million towards share repurchases this quarter, buying back about 0.5 million shares, reflecting our current constraints related to French law limits for share buybacks.

Year-to-date, we have allocated $115 million to share repurchases and anticipate resuming our buyback program in Q4. We had $104 million remaining in our Board share buyback authorization as of the end of September.

Turning to our financial outlook, which reflects our expectations as of today, October 29, 2025. We are reaffirming our full-year contribution ex-TAC guidance and raising our adjusted EBITDA margin guidance at the high end of our range. For 2025, we continue to expect contribution ex-TAC to grow 3% to 4% year over year at constant currency.

We estimate four changes to have a positive full-year impact of $12 million to $15 million. In Performance Media, we expect contribution ex-TAC to grow mid-single digits at constant currency in 2025. This reflects our solid performance in the first nine months of the year, continued traction with advertisers to drive performance throughout their buyer journey, and the ramp-up of Commerce GO!, partially offset by lower AdTech services.

In Retail Media, we expect to drive media spend growth ahead of the market and contribution ex-TAC growth is now expected to be at the low end of low- to mid-single-digit growth range at constant currency. As previously communicated in Q4, we anticipate lower revenue due to scope changes with two specific clients, and we lap one-time tiered fees for our largest retailer in December 2024. Excluding these two clients, underlying retail media contribution ex-TAC growth for 2025 is expected to be in the mid- to high-teens range, reflecting a slower ramp-up from certain new clients in Q4.

We now project an adjusted EBITDA margin of approximately 34% for 2025. This reflects our confidence in operational leverage from top line growth, AI-driven productivity, continued cost discipline, and the ongoing transformation of our operating model as we continue to invest in areas of growth, including agentic AI innovation. These investments will support continued top-line growth and strong cash flow generation for the coming years.

We expect a normalized tax rate of 22% to 27% on the current rules and capital expenditure of approximately $110 million for the year. As a reminder, Criteo operates its own data centers and infrastructure, which supports our stability, flexibility, performance, and cost efficiency.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

In 2026, we anticipate higher CapEx related to the renewal of certain large data centers. For Q4 2025, we expect contribution ex-TAC between $325 million at $331 million, down 3% to 5% at constant currency. We estimate full-rate changes to have a positive impact of $5 million to $8 million per year, year-over-year impact from contribution ex-TAC in Q4.

We expect adjusted EBITDA between $113 million and $119 million. This reflects continued high-ROI growth investments in our platform and foreign exchange rate headwinds on our European cost base. It also reflects our return to office transition and higher Q4 marketing spend tied to product launches. Importantly, we anticipate that our Q4 trends do not represent a run rate for 2026. While we are not giving formal guidance to

2026, we currently anticipate overall low growth given the temporary Retail Media impact with a low point expected in Q1 given the one-time revenue from tiered fees in January 2025.

Before I close, I'd like to touch briefly on our intention to redomicile to Luxembourg and list our ordinary shares directly on Nasdaq. This change is designed to enhance our capital management flexibility, eliminating restrictions that pretty on currently faces in relation to share repurchases and position us for potential inclusion in major US stock indices.

We believe it would expand our access to passive capital, triggering associated benchmarking from actively managed funds and broadening our shareholder base. We expect this process to be completed in the third quarter of 2026 subject to the prior consultation of Criteo's works council and shareholder approval. Looking ahead, we intend to pursue a subsequent redomiciliation to the United States potentially as early as the first quarter of 2027 to further broaden our access to US capital markets.

In closing, our results reflect a resilient company with strong execution and consistent cash generation. Innovation in AI are deeply embedded in our DNA and drive how we deliver performance, scale, and value for our clients. We are confident in our strategy, our team, and our ability to drive growth, profitability, and long-term value for our shareholders. And with that, I'll turn it over to the operator to begin the Q&A session.

QUESTIONS AND ANSWERS

Operator

Thank you. We will now begin our question-and-answer session. (Operator Instructions)

Justin Patterson, KeyBanc.

Justin Patterson - KeyBanc Capital Markets Inc - Analyst

Great. Thank you. Michael, I was hoping you could elaborate on just how your clients have responded to your agentic products. I know it's early but would love to hear more about how you're thinking about that. And then just a quick follow-up. You also called out CTV as a multi-year growth opportunity. What are some of the investments you need to make so that can become more material over the next few years? Thank you.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Hi, thanks for the question. Yeah, we'll take both of those. On agentic, really, I'd say our opportunities are threefold. I try to categorize them a bit.

We have delivered internal agentic products around our current workflows. For example, the audience agents that advance how audiences are built and activated. We're moving towards real-time intelligence audience creation, it's less work, it's faster. And really, the goal is to enable brands and agencies to generate the right audience instantly without delays. And that's in market today.

Similarly, campaign agents, right, where we build tools for agencies where they can access our growth engine directly. We can create and manage and optimize full-funnel cross-channel campaigns, much simpler, prompt-based interface really drives the modernization of that product.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

Second category would be how we integrate sponsored ads into retailers' own agentic chat-like experiences. So I think of how we power retail media networks today, all retailers are going to need to beef up their agentic capabilities to create easier shopping experience as we can power that with a lot of the feeds and technology that we used to serve as today.

And then lastly, the one that we highlighted in the script, is the potential partnerships with AI platforms that bring our product recommendation capability into their responses and make them better and more informed because of the breadth of data that we have in our engine combined nicely with the semantic capability that really is the way that the responses are generated in AI platforms. We've put a blog post out on this and some social post a few weeks back, and that's the thesis that we're really working on now with one of the large platforms to test that theory and see the results. And then on CTV, I think I'll hand that one over to Todd, and he can elaborate on some of the investments required to scale that channel.

Todd Parsons - Criteo SA - Chief Product Officer

Great. Thanks a lot. Justin, just a couple of points on CTV -- we have been investing on the Supply side, specifically in the United States, but also beginning to fan out globally with direct relationships with CTV providers that are scaled. That gives us a basis for bringing cross-channel, pull-funnel tactics into play where CTV can help with product discovery at the upper funnel customer acquisition in the middle funnel, and obviously, performance, which we're seeing show up and go, for instance, with social, we would expect the same thing with CTV.

So we're doing two things

supply-side integrations, and on the demand side, working with our tactics to make sure that CTV shows up in each of those three categories, so that our advertisers get to net new incremental audiences that are on CTV can be acquired. And then on the performance level can be reactivated in a variety of different lower funnel tactics. Measurement underpins all of this. And of course, for us, making sure that advertisers see performance at a constant level across their entire marketing mix is a very key point in bringing these two worlds together. Those are the three key investments, I would say.

Justin Patterson - KeyBanc Capital Markets Inc - Analyst

Great. Thank you, both.

Operator

Ygal Arounian, Citi.

Ygal Arounian - Citibank Cameroon SA - Analyst

Hey, good morning, guys, thanks for the question. First, just a follow-up on the third opportunity like Michael or Todd or whoever just on the partnership with the AI platforms. And I guess a ton of debate from investors on how agentic commerce changes e-commerce, product discovery, and where the transaction is owned and it sounds like you're kind of integrating to be part of that. Just philosophically, how do you see that playing out? And is there anything you could share -- I know you're not going to share the economics specifically, but how that model would work for you guys, if more and more of the transaction is moving into that agentic AI platform.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Yeah, sure. Hey, Ygal, great question. Certainly, the debate in the weekly press week to week. But -- we see the monetization strategies for those platforms, probably skewing towards a native advertising solution. There definitely has been some headlines here recently with the commerce capability for single-product checkout, which you think is interesting. But I think ultimately, those platforms probably move towards the native advertising solution. Think of it as the modernization of paid search. And really, our solution works either way, sort of not dependent on that.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

What we're trying to do is bring an API data feed that allows product-oriented responses to simply be better. And so as AI platforms are competing for market share based on user experience and quality of response, data feeds like ours that are proprietary, deep, complete, really start to differentiate the types of outputs that those platforms are able to generate. So we see them being interested in it no matter what their monetization strategy is. And I'll hand it over to Todd, maybe just to kind of talk about some of the hypothetical economic models that might support that.

Todd Parsons - Criteo SA - Chief Product Officer

Yeah. I would say this. We see the affiliate model as being an underpinning to the trading that will occur regardless of the native ad format and how it might present itself, Ygal. I think what's not happening in the dialogue today is enough attention is being given to how a merchant is going to participate and show up in that clearing. So when you don't know what the format is or how it's going to be treated, it's easy to neglect how a merchant might play.

So we're spending a lot of time with data feeds, as Michael pointed out, working with our retailers, with our marketplace partners to help them get ready to show up in answers in a way that native formats might be agnostic to. So there's a very big investment on our end to make sure that retailers are ready to play regardless of format. And we think that some affiliate-type setup will be the clearing capability for economics, but we're not sure of that either. What we're really focused on now is making sure that retailers are going to show up in answers the right way. And that's the work that we're doing on the platform side or exploring with different platform partners. So we have a real advantage in that regard.

Ygal Arounian - Citibank Cameroon SA - Analyst

Great. That's an in-shift in how e-commerce is going to play out. And then on the Google partnership, that seems like a pretty big deal to me getting integrated into Google Search, talked about brand dollars being part of that opening up incremental budgets. Just expand on that relationship a little bit more about -- I wanted to add to just like how that rolls in terms of contribution and all that.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Sure. Yeah, I have to expand on that (inaudible). Yeah, but the Google partnership is exciting. We announced that back in August. And it really is another example of Criteo unlocking more demand for the Retail Mass Media category. And obviously, it allows retailers to capture brand search budgets that have traditionally been outside of Retail Media, and it's going to give advertisers true cross-channel visibility into search performance.

And so the incrementality comes from net new brands and new search budgets from existing mutual brands. And back to the size that we talked about, obviously, it's a huge addressable spend at $172 billion. A portion of that will move in. And importantly, the API connection with Google is up and running now.

So we will start to see campaign volume flow into the business across Q4 and then we'll open that up to the other regions in the first half of next year. So it's a strong multi-year growth lever, really probably starting more in 2026. If you just go off a few other things. From a take rate perspective, it's directionally neutral, the same demand-side fee, whether a brand goes through SA 360 or through CMax. In terms of measurement, retailers can choose whether they want to share click data with Google to enable that cross-channel measurement and so Google has an incentive to proving for mentality, and importantly, we only share click data tied to Google campaigns, not all quick data or broader user behavior on retail sites. So I think a real great win-win here for retailers for Google to get access to the fastest-growing part of the ecosystem and for Criteo to continue to benefit from unlocking demand for our retailers, which is [form of] our mission.

Ygal Arounian - Citibank Cameroon SA - Analyst

Thank you, guys.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Thanks, Ygal.

Operator

Mark Kelley, Stifel.

Mark Kelley - Stifel, Nicolaus & Company Inc - Analyst

Great. Thanks very much. Good morning, everyone. I'll stick with the agentic theme. I wanted to get your thoughts on -- I think there's a debate across the investor base, not for just Criteo but just the Retail Media category overall, where as people start to transact more inside agents, maybe that would be a headwind to Retail Media as we know it today, people not going to that e-commerce site. So fewer eyeballs to see retail media ads. But conversely, I think as people more transact more inside these agents, it seems like you'll be able to tap more and more into the search budget? I know we just talked about the Google partnership. But I guess how do we balance those two dynamics in terms of what you gained that you didn't have access to before versus what might be a for Retail Media if that makes sense?

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

It does. It does, Mark. And I would like to, again, like a hotly debated topic, I think, week to week. I mean, at Criteo, we see agentic as an additional channel. We just don't subscribe to the notion that agentic platforms will essentially swallow or cannibalize the entirety of the Commerce ecosystem.

So is this pattern that you see today of people doing discovery, getting shopping assistance agentically and then jumping into commerce sites to complete transactions. We see that pattern continuing.

Now, agentic may become a bigger channel in that mix at some point, but we just don't see it consuming it in entirety. I mean, that would be a bear case for like all of retail in all marketplaces. So it's just not the future that we believe in. If you did see some of that channel shift, which I don't think has to be zero sum, by the way, retail could compensate by raising CPMs because you could argue that those placements are going to be even more valuable than they would be today.

I think what also gets lost is that retailers won't stand still, they'll continue to add additional formats, improve their shopping and site experience, and they're competing for really the right to conduct business on their own channel versus an agentic channel. So I mean those are some of our thoughts. I guess we'll see how it plays out. But I think Criteo has got to play in that either way, right? We'll either play directly into that channel in some of the ways that we talked about earlier on the call or through some of our current means, powering retailers as they serve of world-class experiences that give them the right to continue to command traffic and serve customers.

Mark Kelley - Stifel, Nicolaus & Company Inc - Analyst

That all makes sense. Thank you, Michael. And then maybe a second question, just on Retail Media. Nice to see activated media accelerate in Q3.

Possible to parse out, I guess, some of the new wins that you've announced, whether it's DoorDash or other ones, how that's layered in already?

Or is that mostly like a same-store sales number with your existing retailer footprint? Thank you.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Yeah. I mean, I'll let Sarah comment a little bit about it because we were super excited about the 26% activated media spend growth and so you have the two factors that we've talked about in the past, scope reductions and then lapping the tiered fees. And then really the new things. We had a couple of new wins that just did not scale as quickly as we had hoped for in this quarter, and so that, created a little bit of softness. But we think that we'll make that up as those programs get up and running for next year. Sarah.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

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

Yeah, most of Q3 is activity related to our existing base. And within that, we have some more mature, I would say, customers right scale based, but ultimately, some -- there's a little bit of softness in some of the beauty area. But the new wins that we have are starting to ramp up now. So we've only announced, as you know, to DoorDash a couple of -- really a couple of weeks ago, so that's starting to ramp up now.

Mark Kelley - Stifel, Nicolaus & Company Inc - Analyst

Perfect, Sarah. Thank you. Thank you, both.

Operator

Tim Nollen, SSR.

Tim Nollen - SSR - Analyst

Two number Z questions, I guess. If you could help us understand a bit better as to how you beat so substantially on the earnings line in Q3. It looks like your CXT number was roughly in line with guidance, but you'd be pretty substantially on the adjusted EBITDA line. And then as you move your domicile to Luxembourg and into the US, are there any financial implications we should be aware of, the cost to do this, the tax implications, reporting, anything like that? Thanks.

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

Yeah. I mean just in terms of the beat for EBITDA, and some of that relates to the top line on CXT. We also benefited and continue to benefit from the operational leverage of just continuing to make smart investments. And there are a couple of, I would say, more one-time items. So our bad debt reserve reduced our receivables are in really good shape, which also translates to great cash flow in Q3. And we have some shift of marketing spend from Q3 into Q4. So I would say, a pretty solid list of why would be most of it related to, I would say, strong operational leverage.

Tim Nollen - SSR - Analyst

Great.

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

Sorry, I thought you said Q3. So yeah, we don't see any material costs related to that. And we will isolate those within our findings so you can see what those costs are.

Tim Nollen - SSR - Analyst

Okay. Thank you, Sarah.

Operator

Doug Anmuth, JPMorgan.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

Doug Anmuth - JPMorgan Chase & Co - Analyst

Thanks for taking questions. Appreciate you highlighting the three major areas of the agentic opportunity. Are there any particular investments that we should be thinking about as you're heading into '26 required to build out those AI products. And then, Sarah, just a few guidance, I know you [jiffed] with the two Retail Media clients, is there anything to call out on the slower ramp in certain new clients that you mentioned? And then as we think '26, any change to the headwind that you had called out earlier in the year over the first 10 months of the year?

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Thanks, Doug. Yeah, I can take the AI investment one, and then Sarah can follow up on the second half. I wouldn't say that there's any investments that are out of the norm to continue to scale the three different categories that we've talked about or at least that we can see right now. Yeah, I mean you can see a little bit of it in the quarter. There's some extra marketing costs that's going into launching Commerce GO!, but that's probably just like more of an increase on a run rate as we scale that self-service tool in the market.

But things like the campaign agent and the audience agent have been developed very much inside the teams as they are today. And then we'll see how the pilot test goes with the agentic platform. I suppose that's a bit of a wildcard. We'll have to see how the test goes and then what would be required to scale that if that's a partnership that's going to take off. But obviously, it would be self-funded with some kind of a revenue model attached to it.

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

Yeah. I mean -- and I think just on the Retail Media, we have a strong base of clients, 235, 4,100 brands. We're continuing to see a really strong baseline of our revenue. And there's just a slow ramp up of some of those new clients in the later part of '25, which is not unusual. We see that in past years.

Doug Anmuth - JPMorgan Chase & Co - Analyst

And same, Sarah, just to clarify the same kind of cadence that you talked about '26 in terms of the headwinds. Just want to be sure that we're on the same page there.

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

Yes. Yes. We still anticipate the $75 million. And I pointed out in the prepared comments that Q1 will be the low watermark. So then we had the tiered fees for December '25 and January '26 for our largest retailer. So our expectation is that it will pivot, that it will be the same impact of about

$75 million that we already discussed.

Doug Anmuth - JPMorgan Chase & Co - Analyst

Got it. Okay, thanks to you both.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Thanks, Doug.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

Operator

Matthew Cost, Morgan Stanley.

Matthew Cost - Morgan Stanley - Analyst

Hi, everybody, thanks for taking the questions. Commerce GO! is coming up a lot. It seems like the launch is pretty exciting, talking about doubling the number of campaigns from 10% by the end of the year for small customers. I guess how should we think about the contribution to growth for this product, especially as we look into 2016 and beyond? Is this something that is offsetting change in behavior for customers in other parts of the product portfolio? Or is it like really incremental in the way that we think it could shift the growth trajectory for Performance Media. And then

I have one follow-up. Thank you.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director yeah. Thanks, Matthew. It's a great question. It's a product we're really excited about. You can think about it in a couple of ways. One, there is a conversion of existing clients to the GO! Tool or to the GO! Campaign workflow. And in that case, what we're seeing is higher spend, lower churn, better results. And so those flow through in a couple of different ways for us that are great for the business. Then there is an incremental client-gain angle as well as we roll out full self-registration self-service early next year, we're looking to drive client count with that and bring on real net new customers.

The other thing that's exciting about GO! in that context is how it really makes our cross-channel proposition come to life. I think we mentioned in the remarks, right, we've got 35% of the campaign revenue flowing through social channel. It really is like an expression of that cross-channel, full-funnel self-service proposition with a lower cost-to-serve model. And again, the results we're seeing from clients so far are they spend more, they churn less and they get better performance. So it's really a win-win all around. Do you have anything to add?

Todd Parsons - Criteo SA - Chief Product Officer

Nothing to add to that at all. We're thrilled about it. We're excited. And it is already showing up in several ways as being significant with a lot of headroom.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

And I guess, Doug, just -- or Matt, just to put a constrain on that note. We do see this being a contributor to 26% growth. We'll do guidance on '26, obviously, at year-end results in February. But we do see this being a meaningful contributor to our top line next year.

Matthew Cost - Morgan Stanley - Analyst

Great. Thanks. And then just on the proof of concept with the major AI systems you talked about in the prepared remarks. Presumably, proof of concept is an internal test that's not consumer-facing, if it's deemed to be successful by both yourselves and your partner, what are the next steps that come after that?

Todd Parsons - Criteo SA - Chief Product Officer

The next steps will be entirely determined on the quality of the test. Like you said, it's a fairly limited test at this point to determine how the data that we have, the feeds that we have that Michael talked about earlier are contributing to better answers and product recommendations. So it's relatively contained. What we will see once we have that baseline is how we take that to scale to improve the way questions are answered across

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call the larger base of that particular partner. And we don't know that yet. So we're very much in the evidence-producing phase of the trialing. And we'll have more on it, obviously. We're going to go step by step like we do with everything, produce a good result, and build.

Matthew Cost - Morgan Stanley - Analyst

Great. Thank you.

Operator

(Operator Instructions) Mark Zgutowicz, Benchmark.

Mark Zgutowicz - Benchmark Company LLC - Equity Analyst

Thank you. Good morning, everyone. Sarah, your net dollar retention was 107% for Retail Media in the quarter. And I'm just curious what was the incremental from offsite versus display. And then just hoping you could provide a little more clarity on your comment about the Retail Media trends being softer, but improving in the US and what that means in terms of how we should be thinking about variables over the next 12 months in terms of growth spend versus take rate? Anything outside of the large client transition that we should be thinking about there? Thanks.

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

Yeah, absolutely. I mean in terms of most of the revenue came from sponsored and we have seen that, I would say, consistently that sponsored and then our auction-based display ramp up or where we see most of the uptick. And that's obviously on a scale base. There clearly are some very fast growth within that, but there's also some more stable growth.

Offsite, we now have 42 retailers, and I would say, it's just over 10% of our revenue. In terms of what we're seeing for next year -- or sorry, rather of our media spend. In terms of what we're seeing next year, we are seeing that the continued trend with auction display continue to ramp up really spoke to being, I would say, the kind of lifeblood, if you will, of Retail Media, that's where we're seeing most of the expectation of our growth. And with the -- with adding more and more capabilities to that offering that we will see most of the growth upside will continue to ramp up. But I would say that is absolutely secondary to the incredible traction of our sponsored advertising and on-site offerings.

And what we're seeing for next year is that we continue to see our media spend growth across our client base, and we continue to add new clients to that. So we're continuing to see that we're in the right place with our retailers, and there's some new opportunities, as we discussed with some of the agentic AI that we're partnering with our retailers on as well. So many, many factors for growth and obviously the near-term impacts in '26 are very much been offset by good traction across the Retail Media.

Mark Zgutowicz - Benchmark Company LLC - Equity Analyst

Excellent. Thanks very much. Appreciate it.

Operator

Richard Kramer, Arete.

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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

Richard Kramer - Arete Research LLC - Analyst

Hi, thanks, folks, a couple of things, maybe I haven't touched on so much yet. One is, Michael, can you speak a little bit to custom audience share and the extent to which you're getting greater social media inventory from outside of Meta properties? It would seem pretty important for the potential resumption of growth or continued resumption of growth in Performance Media. And then maybe, Sarah, you mentioned all these new initiatives, specifically self-serve, and Michael made a few comments about the API relationship with Google, but mindful of the bid switch margin experiences? Can you talk about the relative economics of self-serve versus direct sales and the trade-offs that investors might expect to see in activated media growth but also take rates? Thanks.

Michael Komasinski - Criteo SA - Chief Executive Officer, Director

Thanks, Richard. Yeah, I'm going to have Todd take the custom audience as one is the architect of that in full.

Todd Parsons - Criteo SA - Chief Product Officer

Yeah, I can. Hey, Richard, I would say this. The way we think about social right now is ensuring constant performance across Meta and open auction and going into CTV as we talked about earlier in the Q&A. So in terms of other social, we look at global scale partnerships. I think we've talked about the fact that we're testing in TikTok as one of those. And there are a couple of other explorations that we've done. But really, we have plenty of headroom with Meta currently to optimize our setups for constant performance between social and the open auction. So that's why you're seeing the numbers show up the way that they are.

So as much as we're excited about expanding the social footprint, we're doing it pretty thoughtfully with a global scale partnership set in mind and then making sure that we don't get lost in single-channel setups that other competitors are emphasizing. We're all about holistic performance across social and open and retail media as it comes online, and we're very focused there.

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

Yeah. And in terms of the margin, we certainly do see with self-serve, and I think it was answered well in terms of the traction we're seeing on scaling the media spend. So that's obviously beneficial. It just gives us top-line leverage and it's optimized automated flows. Are we using the same,

I would say, the same capability internally as well. So even if it is more a managed campaign, especially for our enterprise clients, we are starting and continuing to use more capability to optimize all of those campaigns set ups.

So that's all good for margin. In terms of -- you referenced bid switch, I mean, that is margin generating. So just to be clear on that. And while it's not as high margin as other partners growth, it does continue to contribute to our margin overall. But yes, we're seeing really strong traction of self-service. We continue to see optimization and what we need is to unlock on media spend, and we have many avenues that we're highly focused on to make sure we can scale that.

Melanie Dambre - Criteo SA - Head of Investor Relations

Thank you, Michael, Sarah, Todd. That concludes our call for today. Thanks, again to everyone for joining. If you have any follow-up, 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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OCTOBER 29, 2025 / 12:00PM, CRTO.OQ - Q3 2025 Criteo SA Earnings Call

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