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Criteo S.A. misses on earnings expectations. Reported EPS is $0.7 EPS, expectations were $0.75.

Operator: Good morning. And welcome to Criteo’s First Quarter 2025 Earnings Call. All participants will be in the listen-only mode. [Operator Instructions] After the prepared remarks, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Melanie Dambre, Vice President, Investor Relations. Please go ahead.

Melanie Dambre: Good morning, everyone. And welcome to Criteo’s first 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. Todd Parsons, our Chief Product Officer will join us for the Q&A session. 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 judgment, assumptions and any decision we adopt 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 Score 10-K and 10-Q files 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 course are against the same period in the prior year. With that, let me now hand it over to Michael.

Michael Komasinski: Thanks, Melanie, and good morning, everyone. Thank you all for joining us today. I’m proud to be here for my first earnings call as CEO of Criteo and I see tremendous opportunity to lead the company forward with focus and ambition. Over the past two months, I’ve had the chance to meet with many of our teams across regions, along with clients and partners. I want to start by sharing a few reflections, on why I took the role, what I’ve observed in my first couple months, and how we’re thinking about the road ahead. But before I do that, I want to address two important recent developments. The first one is related to Google’s recent decision to keep third-party cookies, which has positive near-term and long-term implications.

In addition to a modest benefit this year, we now operate from a position of strength and with greater clarity. We’re bullish about the long-term prospects of our Performance Media segment. Our investments in addressability have led to significant AI innovation that will continue to pay off across all environments. With a future-proofed approach to privacy protecting addressability, we’re moving full steam ahead to execute tailored, full-funnel, cross-channel campaigns that drive measurable outcomes for our clients in any scenario, and for the long-term. The second development impacts us in the near-term and is related to our largest Retail Media client, who has been a longstanding partner. This client unexpectedly notified us this week that, while they will continue to use our industry-leading Retail Media technology platform under a multiyear committed contract, they will discontinue our managed services and curtail the remaining brand demand sales services in November of this year.

Instead of a natural and gradual evolution of the support we provide them with, this is a sudden change that will result in a significant impact on the growth rates of our Retail Media business for a 12-month period starting in Q4 2025. However, this near-term change does not affect our substantial opportunities to continue to grow faster than the market across the rest of our retailer base and for the long-term. More broadly, it’s important to highlight that Criteo, as a leading and independent AdTech player, has built something unique, a robust, AI-powered Performance Media business, combined with leading capabilities in Retail Media, one of the fastest-growing segments of digital advertising. Criteo sits right at the center of commerce and media, and that combination is powerful.

We have deep commerce data, advanced AI capabilities, a large and diversified global client base, impressive talent, and a strong position across the digital advertising ecosystem. Criteo is increasingly viewed as a must-have agency partner in the evolving advertising landscape, and I saw first-hand that our relationships with leading global agencies are growing more strategic every quarter. From my first couple of months, I can see that Criteo hasn’t yet realized its fullest potential. My key priorities are to reaccelerate growth and improve its durability, fortify our leadership position in Retail Media, re-energize our Performance Media business, and amplify the power of our platform, all with a sharp focus on maximizing shareholder value.

The opportunity ahead is to intensify our focus, scale our strengths and double down on a few core strategic initiatives to deliver durable, strong and profitable growth. First, we have early momentum behind our platform strategy. We’ve elevated our positioning in the market, and we have major enterprise clients like Office Depot and ODP Business Solutions now utilizing our comprehensive Commerce Media Platform. They leverage our demand-side capabilities with Commerce Growth and Commerce Max, and our supply side solutions through Commerce Grid and Commerce Yield. This demonstrates the value of our integrated approach. We’re also expanding our global agency partnerships to activate more of the overall platform. These strategic partnerships will continue to be a key growth lever for us moving forward.

As a multi-product platform company, we have many synergies across our products. There is a real opportunity to amplify these connections and enable our flywheel. Second, we’re focused on driving more demand to our platform. That’s key to reaccelerating growth. After establishing a strong foothold in Retail Media supply, we’re deepening agency and API partnerships and expect to incorporate more demand sources moving forward, including through Microsoft and other partnerships. In Performance Media, we’re excited about the roll-out of 70 Commerce GO!, our new AI-powered automation and optimization toolset to launch high performing campaigns in just five clicks, and onboard more advertisers, faster. Third, we’re leaning into brand performance, helping brands build awareness that’s actionable and linked to measurable outcomes.

Our reach across multiple buyer types and our unique ability to deliver performance across the buyer journey give us optionality. No one else delivers performance everywhere like we do and it’s powered by a rock-solid foundation and sustained innovation. That’s a strength we plan to build on with new product extensions. For the second quarter in a row, we’ve seen success in capturing budgets from traditional upper-funnel DSPs, which reinforces our growing relevance across the full funnel. Underpinning all of this is our AI innovation. We have world-class capabilities including the right training data and we intend to continue to accelerate the pace of our innovation. In Performance Media, our AI delivers greater automation and performance breakthroughs.

More broadly, as AI agents become a new interface for consumers, we see a clear opportunity for Criteo to play a central role in helping brands show up where it matters, in real time, with measurable outcomes. In Retail Media, AI is a key enabler for our full-funnel relevancy and holistic page optimization strategies. As we look to the future, here’s what you can expect from us. We intend to continue to lead in Commerce Media and maintain our disciplined approach to growth through our build, partner and buy framework. We’ll hold ourselves accountable, aligning ambition with execution. We’re shifting from transformation to scale with continuous innovation and disciplined execution. That means further expanding across multiple channels, including Retail Media, open web and social to serve the full buyer journey.

We’re investing in new formats such as outcome-based, native display, onsite video, and CTV, all expanding our SAM. Importantly, we are evolving from a largely managed service model to a more scalable self-service platform. We’re excited about this new chapter and we have a world-class team to execute. For my part, I lead with transparency, operational rigor and a focus on measurable impact. I take a hands-on approach to understanding the business dynamics enabling smart decisions to turn high ambitions into tangible results. Now turning to our first quarter performance, we delivered solid results reflecting continued execution and momentum. Starting with Retail Media, we activated $335 million in media spend, up 21% year-over-year, from over 3,800 brands globally.

Our media spend growth was primarily driven by our multiyear partnerships with leading agencies, with a year-over-year increase of approximately 50% in U.S. agency spend again this quarter. At the same time, our growing relationships with independent agencies are fueling the expansion of our small- and mid-sized brand roster. With the transition of retailers from Microsoft Advertising to our platform, we now partner with 70% of the top 30 retailers in the U.S., an increase from 65% previously and our pipeline is strong. We’re expanding globally with new wins across all regions, including Dick’s Sporting Goods in the U.S., Endeavour in Australia, d shopping in Japan, Cooperative U in France, and Elkjop, our first retailer in the Nordics.

We’re also expanding our collaboration with E. Leclerc in France. Additionally, we’re building from our success with sponsored ads to expand with newer formats, including onsite video, which we recently launched into general availability, and our outcome-based native onsite display offering coming later this year. Shoppable video is a powerful addition to onsite advertising, expanding inventory, boosting engagement and elevating the overall shopping experience. For retailers, it unlocks new revenue streams while enhancing how shoppers discover and interact with products. For brands, it raises awareness at the point of sale and drives purchases, all backed by closed-loop measurement. We’re excited to see early adoption of onsite video from several key retailer partners including Albertsons Companies and Costco, and we look forward to rolling this out over the next several quarters.

Overall, we’re confident that our comprehensive, full-funnel onsite advertising capabilities, combining Video, Display and Sponsored Product ad formats in one unified platform can increase our market share gains. Retail Media offsite represents a complementary opportunity for retailers and brands to expand their reach across the open web. Most recently, we launched offsite with Office Depot, ODP Business Solutions and Costco Canada in our Commerce Max DSP. A recent campaign with HP and Costco showcased the power of our full-funnel Retail Media strategy. Shoppers exposed to both onsite and offsite ads saw an 855% uplift in conversion rates, an over 10x increase in revenue per user, and a 58% lift in click-through rates, all a clear demonstration of how our integrated approach drives measurable business impact.

In addition, we now have several retailers running offsite monetization through our Commerce Grid SSP, enabling brands to access retailer audiences via third-party DSPs. This demonstrates our platform synergies and further expands the scale and flexibility of our Retail Media offering. Moving on to Performance Media, we’re encouraged by the sequential increase in media spend growth, excluding AdTech services. Our growth was led by Commerce Audiences, our set of precision targeting tactics that leverage our large commerce dataset and best-in-class AI to help advertisers acquire and retain customers. We’ve successfully capitalized on cross-selling and increasingly benefit from third-party demand via our Commerce Grid SSP. We’re now focused on expanding beyond these initial levers to unlock even greater scale and opportunity.

We believe our ability to drive performance for clients is the strongest it has ever been and will continue to expand. We’re focused on unifying the buyer journey in a single, independent platform for advertisers to drive brand performance and reach shoppers wherever they are. To this end, we further expanded our social offering in the first quarter, enabling advertisers to activate Facebook and Instagram inventory at the SKU level for their Commerce Audience campaigns globally. While still early days, this led to a 40% sequential increase in social campaigns this quarter. Our value proposition is resonating and we’re pleased to announce a new preferred partnership with Tinuiti, one of the largest independent full-funnel agencies in the U.S. to leverage our Performance Media solutions.

More broadly, our goal is to deliver an end-to-end self-service streamlined workflow with Commerce GO!, allowing advertisers to plan, buy, and optimize across ad formats and channels, all while onboarding clients faster and reducing our cost to serve. Our advanced AI automates decisions around audiences, channels, ad formats and creatives to maximize results. While we’re still in the early stages of the rollout, we’re seeing steady adoption from small clients and lower churn. We’ve grown Commerce GO! campaign volume by 45% quarter-over-quarter, predominantly coming from small clients. We are focused on our go-to-market efforts to build on this progress over the next several quarters. To summarize, we believe Criteo is well-positioned with many growth vectors in front of us.

Our diversified, global business and robust financial foundation give us a strong position, and our focus on performance enables us to be resilient. By staying focused and operating with rigor, we’re confident in the long-term potential of our platform and are firmly committed to driving sustained value for our shareholders. In Performance Media, we have gained greater clarity and have been even — and have even more confidence in our long-term outlook. In Retail Media, the fundamentals and momentum of our business remain strong despite the near-term challenges. Overall, we have momentum behind our holistic platform strategy and we anticipate growth in our business. We will pull cost and productivity levers as needed to maintain 2025 adjusted EBITDA margins in the 33% to 34% range, and generate industry-leading cash flows.

Criteo sits at the heart of Commerce Media, uniquely powered by cutting-edge AI and unmatched commerce data at scale. We’re firmly committed to driving shareholder value and we intend to continue our share buyback, underscoring our confidence in our strategy and financial strength, and our belief in the intrinsic value of our shares. We know there is more to do, and the management team and Board continue to explore all ways to enhance value for our shareholders. With that, I’ll hand it over to Sarah, who will provide more details on our financial results and our outlook.

Sarah Glickman: Thank you, Michael, and good morning, everyone. Our first quarter performance reflects strong execution and financial discipline. Revenue was $451 million and contribution ex-TAC increased to $264 million. This includes a year-over-year headwind from foreign currencies of $6 million. At constant currency, Q1 contribution ex-TAC grew by 7% year-over-year, representing growth of 24% on a two-year stack basis. We are lapping a tougher comparison with significant AI-driven performance enhancements in 2024, as well as the prior year quarter including leap day and Easter. Client retention remains high at close to 90%. Starting with Retail Media, revenue was $59 million and contribution ex-TAC grew 18% at constant currency to $59 million.

Our growth was driven by continued strength in Retail Media onsite and continued traction for offsite campaigns. We benefited from the contribution of newly signed retailers, and growth from existing clients remains strong with same-retailer contribution ex-TAC retention at 120%. On the supply side, we continue to win new retailers globally, including former Microsoft Advertising retailers. As expected, and as previously communicated, we also benefitted from higher tiered fees in January for exceeding fiscal year volume thresholds. On the demand side, we saw significant expansion with CPG and smaller brands, and we onboarded 300 new brands this quarter. There is continued momentum with our agency partners, and we expect our 3,800 global brands to continue to prioritize Retail Media as a key channel for their advertising investments given the proximity with the point-of-sale.

During the first quarter, we experienced strength in grocery while we saw lower growth in beauty. In Performance Media, revenue was $392 million and contribution ex-TAC was $206 million, up 4% at constant currency. This was driven by our Commerce Growth solution which leverages our large-scale commerce data and AI-powered audience modelling technology to find in-market shoppers. We also benefited from the growth of our Commerce Grid SSP, while AdTech services continued to be negatively impacted by lower spend by a large client in our media trading marketplace. We benefit from a global, diversified client base. By region, we delivered double-digit growth in media spend in APAC and low-single-digit growth in Europe and the Middle East while we saw lower budgets in the U.S. By vertical, travel remains our fastest growing vertical, up 44%, followed by classified and marketplaces performing well.

Broadly, there was lower spending in retail and fashion was down 6%. We delivered adjusted EBITDA of $92 million in Q1 2025, up 30% year-over-year, mainly driven by operational leverage from topline growth and cost discipline, including slower pace of hiring and lower bad debt expense. Non-GAAP operating expenses decreased 3% year-over-year, reflecting our rigor on resource allocation. We invest in our growth areas while optimizing our operating model to enable scale and operational efficiencies. We continue to streamline our processes to work better and faster and enable increased productivity with AI-driven tools. Moving down the P&L, Depreciation and amortization increased by 3 % in Q1 2025 to $26 million. Share-based compensation expense was $16 million, reflecting a normalized run-rate compared to $27 million in 2024.

Our income from operations was $48 million and our net income was $40 million in Q1 2025, an increase compared to $9 million last year. Our weighted average diluted share count was 57.2 million, which resulted in diluted earnings per share of $0.66, compared to $0.12 last year. Our adjusted diluted EPS was $1.10 in Q1 2025, up 38% year-over-year. Operating cash flow was $62 million and free cash flow was $45 million in Q1, reflecting improved working capital and lapping last year’s calendar impact. We benefit from a strong financial position and pristine balance sheet with solid cash generation and no long-term debt. We had $810 million in total liquidity as of the end of March, which gives us significant financial flexibility to execute on our strategy and enable disciplined and balanced capital allocation.

Our priorities are to invest in high ROI organic investments and value-enhancing acquisitions and to return capital to shareholders via our share buyback program. We are confident in our business strategy and we are committed to driving shareholder value. We deployed $56 million for share repurchases this quarter, which included the repurchase of 1.5 million shares, and we will continue to actively buy shares as part of our buyback program. Turning to our financial outlook, which reflects our expectations as of today, May 2, 2025. We have taken a prudent approach given the uncertain macro-environment and the reduced scope of services related to our largest Retail Media client. It is important to emphasize that our strategic priorities remain unchanged with a strong focus on topline growth, delivering for our clients and ensuring strong operational rigor on costs and cash.

We also have greater clarity around Google’s plans for third-party cookies, giving us even more confidence in the long-term outlook of our Performance Media segment. For 2025, we now expect contribution ex-TAC to grow low-single digits year-over-year at constant currency, with growth in each of our segments. We now estimate forex changes to drive a positive year-over-year impact of about $10 million to $12 million on contribution ex-TAC for the full year. In Retail Media, we have a scaled $250 million plus revenue base. Our 2025 Retail Media growth is now projected to be in the low-to-mid single digits range at constant currency. The downward revision contemplates a more challenging macro-environment driving delays of certain retailers’ tech roadmaps.

This revision also reflects the scope changes for our largest retailer client and for a food delivery client in the U.S. We expect the reduced scope for these two specific clients to result in a $25 million negative impact in 2025, largely related to Q4 2025, and approximately $75 million for the first ten months of 2026 until it annualizes. We have included our most prudent view in our updated outlook and do not anticipate any further significant changes. Excluding these two clients, our underlying growth for 2025 is expected to be in the ballpark of 20%. In Performance Media, we expect contribution ex-TAC to be up low-single-digits in 2025. This reflects continued traction with advertisers to drive performance throughout the buyer journey and laps tough comps from the significant AI-driven performance enhancements in 2024.

We and our clients are excited about our platform innovation and look forward to the continued ramp up of Commerce GO! We also expect potentially lower ad budgets in a challenging macro environment, especially in discretionary categories, as all ad budgets are likely to face greater scrutiny. Overall, we continue to anticipate an adjusted EBITDA margin of approximately 34% to 34% — 33% to 34% for 2025. Q1 adjusted EBITDA had some phasing benefits as some expenses shifted from Q1 into Q2. We intend to maintain margins and generate strong cash flow while continuing to invest in the growth of our Commerce Media Platform. We anticipate that the investments we are making this year will position us for continued topline growth and strong cash flow generation for the coming years.

We expect a normalized tax rate of 22% to 27% under current rules. Our overall CapEx is expected to be approximately $100 million. We now expect a free cash flow conversion rate of above 45% of adjusted EBITDA before any non-recurring items. For Q2 2025, we expect contribution ex-TAC of $272 million to $278 million, down 2% — minus 2% to flat at constant currency. Our range takes into account the volatility in the macro environment, its impact on consumers and our clients, and soft April trends. As previously communicated, this includes a sequential decrease in our Retail Media growth in Q2 mainly due to lapping a tough comparison and tiered fees in January. We estimate forex changes to drive a positive year-over-year impact of about $10 million to $12 million on contribution ex-TAC in Q2.

We expect adjusted EBITDA between $60 million and $66 million. As previously communicated, this includes a one-off planned company-wide internal event. It also reflects continued high-ROI growth investments in our platform, our annual employee merit increase, effective in April, and foreign exchange rate headwinds on our European cost base. We anticipate a slower pace of hiring and less discretionary spend for the remainder of the year. As a reminder, in Q2 2024, we benefited from a reduction in bad debt expense due to lower DSO for Retail Media and a one-time milestone payment related to one of our large partnerships. To conclude, our strong Q1 results demonstrate the underlying strength of our Commerce Media platform. While we are facing near-term challenges including uncertainty in the macro-economic environment, we expect to continue to deliver growth, healthy profitability and solid cash generation.

We have a resilient business with robust performance capabilities and a broad and diversified client base. We have strong conviction in our strategy and business model, and we have the access to commerce data that fuels our AI models to enable performance and relevance at scale across the buyer journey. And with that, I’ll turn it over to the Operator to begin the Q&A session.

Operator: Thank you. [Operator Instructions] Your first question comes from Ygal Arounian with Citigroup. Your line is now open.

Ygal Arounian: Hey. Good morning, guys, and welcome, Michael. So, I guess, first, not surprisingly, on Retail Media, over the past few quarters, you guys have highlighted the competitive environment. Criteo has been getting stronger within that competitive environment in a pretty meaningful way. And the combined impacts here that we’re talking about are roughly a third — it would be roughly a third of your Retail Media contribution ex-TAC in 2025. So, that’s a pretty meaningful impact. And I just want to kind of expand on, A, with your largest retail partner, why you think this is happening again after this happened a year and a half ago, why they’re pulling back further, given the support you offer, maybe a little bit on Uber Eats also, why that’s happening, and the confidence that your competitive positioning remains as this plays out.

Is there further risk of in-housing? And just how we think about that. And then follow up just on maybe if we could expand on the comments around April and the software macro, a little bit more detail on what you’re seeing there? Thanks.

Michael Komasinski: Thanks, Ygal. I can start the first question, then I’ll ask Sarah for some extra commentary. In terms of the in-housing question, we see some retailers willing to own the sales and demand front-end of their Retail Media network, but continuing to use our technology. But not every retailer can take that on. And Criteo demand generation is differentiated, and as is our technology, which we don’t see any risk to in-housing from. So no, we don’t see this as a continuing trend. This client being one of the larger ones in the market was probably overdue to start to adopt this operating model. And in fact, they had contemplated it for some time. So let Sarah talk a little bit about that.

Sarah Glickman: Yeah. Thanks for the question. Just in terms of this situation, first of all, this is a very longstanding partner for us and obviously is our largest Retail Media client. What we have seen over the years is that they have changed their arrangement with us a few years back, as you know. In this situation, what has happened is that they have removed services which relate to two specific items. One relates to client services that we support bringing in new clients and demand generation services, as well as other services, including billing and print collections. That will now be curtailed starting November. That being said, we have incredible long-term relationship with them. They will continue to use our tech for running Retail Media.

So there will be no other change there. But it is a significant impact, especially given that we have done a strong job for them, as well as our other clients across this year and into 2025. We do expect strong growth across the rest of the base and for the long-term. And we expect to continue to get leverage from our tech across this customer and all our customers for the long-term. Specifically, to the U.S. food delivery client, this was a choice by them simply for the U.S. market. We are continuing to manage all the business for them globally. And that, as you know, was announced externally. Overall, we do not expect this to be impacting us for other clients. This is, I would say, a unique situation, and we managed through it and we continue to service all our clients, and we continue to drive our tech roadmap, as well as the value that we deliver for them.

Ygal Arounian: Okay. Thanks. And then maybe just on the macro trends in April and what you’re seeing there?

Sarah Glickman: Oh! Yeah. Yeah. I mean, we did see a soft macro in April. I mean, we came off a fantastic Q4, strong traction into Q1. I would say in Q1, and as I said, we saw a mixed order. Beauty being more down, fashion down, U.S. retail department stores also down. But offset with very strong growth, travel up 44% classifies up. And similar trends in April, but we did see, I would say, a flat Easter year-on-year and it was softer across the Board. I think, just given some of the news in the macro environment, we saw a softening. Yeah, that being said, we always see that we have an incredibly resilient Performance business. And none of our categories are down more than 10%. They are all either up or they’re down to the kind of mid-single-digit range.

Ygal Arounian: Yeah. Thank you so much.

Operator: Your next question comes from Mark Zgutowicz with Benchmark. Your line is now open.

Mark Zgutowicz: Thank you, and welcome, Michael. I just wanted to get a sense, appreciate the color, Sarah, on the verticals that you saw weaker in April. But in terms of spending patterns across income demographics, I know you see a lot of data. And I’m just curious if you’re starting to see any weakness at the upper income levels relative to the low-to-mid. That would be interesting. And then in terms of the OpEx leverage, Sarah, that you saw across all line items in the first quarter, I’m just curious how that should trend into Q2 and through the year. I think you’d have a better picture perhaps of the topline this year. But I would be interested in just getting a sense of how you plan to manage that. And then just initially how we should be thinking about the 12-month revenue impact that begins in fourth quarter from your large client downtick. Thanks.

Sarah Glickman: Okay. Yeah. Yeah. I’m happy to take those. Thanks, Mark, for the question. I mean, first of all, on the macro, we do look at this, I would say, in many ways. And actually, there is information on our website regarding kind of marketing trends. I don’t know if we show that in demographics. What I would say is that we have seen, we said fashion down, right, broadly. Beauty, which is including in the fragrance kind of categories in, I would say, the nicer stores down. U.S. department stores, they’re not doing as well. And we’re clearly very focused on the retailers as they announce in the coming months. But in terms of brand spend, it really is, some brands are more resilient than others. So more discretionary categories, I would say, across income bands, we’re seeing less spend just in general.

But we clearly keep a close eye on what the banks publish there as well. In terms of the operating leverage, we saw terrific operational leverage in Q1. We’re really keeping a close eye. This is, I would say, well-trained muscle for us at this point. So Q1, very strong EBITDA leverage coming from the topline. Q2, as we actually have included within our investor materials a walk of Q1 to Q2. So you can see the dynamics there. Some of it relates to comps and some of it relates to specific one-time expenses. There’s also an FX headwind in there for our European cost base that we expect to continue to see this year. But it’s a very, I hope, clear walk for you that we included in the materials. But overall, for the year, we’re focused on ensuring that we deliver on the topline, as well as on the bottomline and we’re going to continue to focus on the all-cost levers largely related to the, I would say, pace of new buyers.

In terms of the Retail Media client, we have a $250 million base for our Retail Media client. It’s a scale base. It’s across over 200 clients. We added over 1,100 brands year-on-year. Yeah, that continues to grow. This impact relates to two specific client situations. It will, of course, lap within a year. It is a significant headwind to us, largely because, I would say, we’ve done a good job to ensure that we deliver services to our clients, including demand generation services for the long tail of brands and that is the piece that will be curtailed. But overall, for all our client-based Commerce Max is going well. High spend from agencies that want to go cross-retailer across our ad network. And so, our focus is to continue to ensure that we deliver value to all those base.

And of course, we’ll see the uptake in our new clients, as well as our new capabilities coming in. And we anticipate that will be more in the end of next — of this year, but likely more to start ramping up in the beginning of next year, just given the uncertain macro.

Mark Zgutowicz: Okay. Thank you, Sarah. Appreciate it.

Operator: Your next question comes from Mark Kelley with Stifel. Your line is now open.

Mark Kelley: Great. Thank you very much. Good morning, everyone. Hello, Michael. A couple of just quick ones, unsurprisingly, on Retail Media. Just starting with your largest Retail Media client, any way to give us a sense for what percent of the demand you were generating versus what they were doing in-house before this change? And then second, just on the Uber relationship, can you just walk through what that process was like? I can see who the, competitor is that was starting to work with them in the U.S., but was there like an RFP process that, where they were testing you against other solutions and the other solution won out? I’m just trying to get a sense for just the dynamics at Uber? Thank you.

Sarah Glickman: Yeah. I’ll just address the question on the largest retailer first. We do not, I would say, generally comment on our specific clients, but we — and we also do not give information on what’s being driven between ourselves and our clients. What we have said and what continues to be the case is that 80% of brand spend for large brands is being driven by most of our large retailers. What we are doing is a very good job of increasing the number of brands globally and that tends to be the mid- to long-tail that we do service for this client, but also for other clients and that will be shifted in kind of at the end of this year. So that would be, I would say, the dynamics for this client. In terms of concentration of clients, we do include our client concentration within our 10-K, so you can see the specifics within that.

Michael Komasinski: Yeah. Yeah. Thanks, Sarah. And hi, Mark. I can address the Uber Eats question. But while we’re disappointed with the change, I think it’s worth reminding that we continue our global partnership with Uber Advertising and remain focused on even in that collaboration and drive and share success. Like Sarah said, we don’t, I think, comment in detail about how clients make their decisions. But I guess what I can tell you is there was not a head-to-head competition of some kind that we lost out on. We were driving significant demand for that client and they made a decision that they think that there’ll be some maybe stronger synergy with another provider. That’s about the best I could surmise at this current state.

Mark Kelley: Okay. Thank you both.

Operator: Your next question comes from Richard Kramer with Arete Research. Your line is now open.

Richard Kramer: Thanks. Thanks very much, Michael. You mentioned, and Sarah as well, you mentioned the onboarding of the Microsoft clients, capturing budget from upper-funnel DSPs, and you talked about the growth rates in agencies, both larger- and mid-size agencies, but we’re not really seeing this come through in numbers this year. And Sarah, it seems like you’re mentioning more 2026 figures. Can you talk through what you could do to speed up the ramp of these both new cohorts of clients and also these new channels? It does seem like you’re calling out a lot of areas where you’re winning share or you’ve got a big pipeline, but again, it’s hard to see that flowing through in numbers this year?

Michael Komasinski: Yeah, Richard. It’s Michael. Hey. How are you? Thanks for the question. I will start that and then probably kick this to Todd for a little extra commentary. But I mean, in general, there’s a solid strategy here and a strong roadmap and it’s kind of back to my overall remarks that, our focus here in the near-term is to focus on product delivery, scaling products in the market and making sure that we execute commercially. In the near-term for Performance Media, we need to ramp Commerce Go! and make sure that that’s positioned to have an impact on the business in 2026, continue to leverage our AI investments. And I think longer term, make sure that we can continue to move up funnel to be more of a full funnel cross-channel product on performance side.

In Retail, near-term, I think it’s about driving solutions towards holistic page optimization and making sure that we scale offerings like onsite video, right? That’s contemplated in the plan, but we need to deliver against that. And then long-term, it’s really about solving the equation for efficient buying in Retail Media. But I’ll let Todd comment on maybe a couple of those product enhancements that we could also focus on.

Todd Parsons: Thanks, Michael. Good to hear from you, Richard. I would just add one thing, which is Retail Media is still maturing into trading that pulls together onsite search, display and offsite in the full funnel cross-channel setup that Michael was measuring. That’s why we talk about the longer term implications of partnership with Microsoft and other demand platforms, because we have to make sure that all of those things trade in the full funnel cross-channel setup in an efficient manner. And that’s something that just doesn’t exist across Retail Media today. And we are leading the charge to design it and to put it into place for the whole ecosystem. That’s why we talk about it long term, and that’s why you’re not showing it — seeing it show up in the immediate term.

But we’re very confident that we’re ahead of the charge there and we have a footprint that is enviable on almost any level across the ecosystem to make that true. So that’s just the one thing to add. But we’re very bullish about the opportunity as we move into this space where Retail Media transacts full funnel cross-channel.

Sarah Glickman: And just to add to the…

Michael Komasinski: Sarah ahead.

Todd Parsons: Go ahead please.

Sarah Glickman: And just to add to the forecast, as you’ve seen, we’ve moved to a more prudent view on the forecast. Some of that is related to the macroeconomic. We’re winning clients. The win rate is strong, but we do anticipate some of those will be later and that is largely due to the client versus the, I would say, appetite to get going. So it’s more — but it’s just a slower transition and a slower pace.

Richard Kramer: Okay. And maybe a quick follow-up for Todd and Sarah, since you have a history there with respect to Privacy Sandbox. Does retargeting somehow revive itself down the road, or has this sort of third-party cookie ship already sailed? And maybe Sarah, what sort of incremental testing costs were you wearing in the past year or two to make the transition to Privacy Sandbox that may now no longer be needed?

Todd Parsons: Let me take the first one and Sarah can jump in after. And it’s a pretty simple equation. I think Michael mentioned earlier, we have made our investment in hybrid addressability and Privacy Sandbox specifically well before now. We’re four years into that. Google’s policy is only helping us expand retargeting and other direct response pools and making them perform at greater scale. So that’s upside for us over time. And in terms of the investment, again, just to reinforce what Michael said earlier, we’ve already made our investments in Privacy Sandbox. Most of those were accretive broadly because it took us in the world of deep learning for audience setups, for bidding, for product recommendation, and for our optimization in new ways.

So we’re going to carry those long-term and they’re definitely upside for the company. We will not have to continue to invest in Privacy Sandbox APIs as we were before. So that does lose up a very slight amount of resources for the product roadmap.

Sarah Glickman: Yeah. Yeah. I mean, just to add to that, I would say this has been actually a great ROI investment for us across the Board. We understand signal, we understand data. We’re putting those teams right alongside all the — I mean, I would say Todd and the R&D team alongside all the charge to really expand on how do we use data and AI signals in the best way. So I would say not significant savings there because these are team members just understand this hold and are excited about the innovation that this will drive. So, from our standpoint, we see blue skies ahead to just have clarity on driving that roadmap forward fast.

Richard Kramer: Okay. Thank you.

Operator: Your next question comes from Justin Patterson with Keybanc. Your line is now open.

Justin Patterson: Great. Thank you. Sarah, you mentioned managing expenses during this period while still investing for growth. Could you give us just how much — a sense on how much flexibility there is around expense management this year? And maybe stepping back for Michael, we’ve seen a lot of interest on Retail Media, more so from the video side as connected TV ramps up. Any views on just how you might approach a channel like that and where that could fit on the long-term roadmap? Thank you.

Sarah Glickman: Yeah. And just to address on the cost side, I mean, we clearly had a roadmap and an investment including, I would say, selling and operational resources that was focused on maybe a different macro environment at the beginning of this year. So most of this would relate to not hiring for, I would say, more discretionary roles. Second, I would say that our focus is on a self-service platform and the Commerce Go! would be one great area. It’s a new segment for us, focused back to small clients. It’s self-service capability kind of end-to-end and clearly that’s a more efficient operating model. So I would say those would be the two items that we’re focused on. We are not stopping any investment on high ROI investments.

What we have seen is that we need less people to do that given AI innovation, just given some of the discussion we just had on the AI resources and engineers that are able to do more with less. So, all in all, it’s across the Board, but ultimately it’s doing what we do well, which is ensuring that the operating model and the resources are focused on just ensuring that we go full speed ahead on where our clients are going and on the efficiency that we can drive and the productivity.

Michael Komasinski: Yeah. I can — and Justin, hi. Thanks for the question. I’ll take the one on CTV. It all starts with our goal to serve the full buyer journey across multiple channels, and CTV is the second fastest growing area of digital advertising. And I think in terms of what it offers as a format, it supports brand building with the added benefit of being measurable, having closed loop attribution and we think even can be a robust performance channel. So we’re in the early stages of assessing how it would fit for us and how we would build connections between kind of living room commerce and other channels, so to speak. So it’s early days, but it definitely could have helped us achieve more scale by capitalizing on, again, the second fastest growing segment of the media landscape. And Todd, do you want to offer a couple of thoughts about sort of what our early hypotheses would be?

Todd Parsons: Yeah. I’d just reinforce something Michael said. We’re looking at CTV and video across the full funnel cross-channel landscape, and it’s not just something that we’re considering. We are in the process of testing the dimensions of how it is used for both performance in the direct response context, as well as all the way up to the top of the funnel in discovery advertising. So we have two dimensions of work that we’re doing there product-wise to prove that we can manage performance and deliver it for our clients across that full funnel setup.

Operator: Your next question comes from Alec Brondolo with Wells Fargo. Your line is now open.

Alec Brondolo: Yeah. Hey. Thanks so much. Maybe one for Sarah and one for Michael. Sarah, could you maybe help us think about the percent of Retail Media contribution ex-TAC after backing out the $100 million from the largest customer that’s generated via ad sales or, I guess, demand generation services? I’m trying to think about, like, how much of the business pro forma is on the supply side, which seems a little bit safer, more defensible, versus on the demand side. And then maybe for Michael, I guess, could you help us think about, early impressions of Criteo’s self-service kind of tools? How would you rate the sophistication of self-service campaigns set up in management at Criteo right now relative to maybe like a Meta Advantage plus or a Google Performance Max? And how do you think about maybe closing the capability gap over time? Thank you.

Sarah Glickman: Yeah. I mean, just to address 2026, clearly we’re not going to give long-term guidance, as I think you know or 2026 guidance. What I have said is that we are building off a strong base of 200 plus, plus growing customers. They are growing faster than the market and we are — we do expect that to ramp up, especially within 2026. And I would say in a more normalized macro. In terms of the service layer, this, the curtailment largely relates to services, which was about 20% of our base. But this is the only significant client that has services. So I guess I would say that it’s just a slower ramp up of the services layer. Demand generation, we see coming through Commerce Max. We see the agency growth 50% year-on-year.

We see the continued focus on mid- and long-tail brands, as well as large brands across the base. And our customers want us, I mean, I would say our agency partners and brands in particular do want to buy across retailer. So we’re not — we don’t necessarily see this as being a key driver for us in terms of supply fees, which I would say are quite fixed relating to the tech. But the demand side fees and the demand fees and demand side of the business is where we do see scaling up with our agency and brand partners.

Michael Komasinski: Hi, Alec. How are you? Thanks for the question. I’ll take the one on the self-service capabilities. Look, I would say that, that Criteo is on a journey as it pertains to that, but we are very excited about the rollout of Commerce Go! And I think we have the benefit there of seeing what has worked in terms of what’s come before us and frankly what hasn’t. I can tell you from my agency background, really what agency partners are looking for in a solution like that is the ability to manage parameters. They actually enjoy AI automation, but certainly wants to have hands on the key critical levers. They want to understand placement. They want to have a good understanding of the measurement component. And so Commerce Go! is designed with all of those in mind, right?

We refer to it as our gray box solution because it offers those types of parameters and transparencies that other solutions in the market don’t. And so we think that we potentially will be differentiated with that as we roll it out and we’re excited about the potential that that has for the business.

Alec Brondolo: Perfect. Thanks so much.

Operator: Your next question comes from Doug Anmuth with JPMorgan. Your line is now open.

Bryan Smilek: Great. It’s Bryan Smilek on for Doug. Thanks for taking the questions. Just thinking about the 2025 guide, can you just help parse out the trade-off of contributions from new clients, specifically Microsoft versus macro headwinds that are factored into the guide? And then separately, by vertical overall to social continues to grow well, and you obviously integrated at the SKU level on Facebook and Instagram. Just curious, can you help us think about the demand there and the cross-selling opportunity with the new channels such as social over time? Thank you.

Sarah Glickman: Yeah. Yeah. I can address just in terms of the growth rate for 2025. The way that we saw the revision downwards was, I would say, about 50-50, so about 50% related to the macro. Some of that is general macro trend. Some of that is just not starting soon enough, I would say. And the other part relates to the two specific clients.

Todd Parsons: I can jump in on the social piece, and I’m glad that you asked about meta specifically. Our intent the entire way has been to simplify workflows and guarantee performance is returned as our clients are looking across channels and reaching that whole funnel that we talked about before. And that’s working quite well with meta so far. So obviously, we look to take that further out into the social platforms so that our clients are not only getting reach, but they’re also getting workflow efficiency and performance as they choose us as their solution, their overall solution, rather than using a variety of point solutions that are available in the market. So we’re very excited to continue down the path that we’ve started and the early returns show that we’re being successful on both performance and reach for our clients.

Bryan Smilek: Great. Thank you both.

Operator: I don’t have further questions at this time. I will now turn the call over to Melanie for closing remarks.

Melanie Dambre: Thank you, Michael, Sarah and Todd. That concludes our call for today. Thanks, 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.