Criteo cuts 2026 outlook from up to 2% growth to as much as a 12% decline

Criteo enters its November 4, 2026 earnings date having cut its full-year forecast twice in three months, replaced its chief financial officer and lost its chief product officer within the same summer, and said nothing on the record about a takeover approach that sent its shares up 21.4% in a single session on July 6. In February, the Paris-founded advertising technology company told investors it expected its main gross profit measure to grow by up to 2% in 2026, once currency effects are stripped out. By August 5, the same forecast had become a decline of 10% to 12%. On PPC Land's arithmetic, roughly $141 million has come out of the midpoint of the company's own 2026 outlook in six months, which would take the business back close to where it stood in 2023.

The quarterly numbers explain most of that slide. What they do not explain is the impression that Criteo has gone quiet. PPC Land counted every release on Criteo's investor relations site since January 2022 and every press release in its corporate newsroom since January 2023 to test that impression. The count shows a company that has not cut the number of its announcements. It shows a company that has changed what it announces, where it puts those announcements, and what it leaves out.

In Short

Criteo is a company that helps shops and brands show ads to people who are about to buy something, and this year it is earning less than it expected because two big retail customers stopped using parts of its service and some large advertisers spent less. The company now expects its main profit measure to shrink by around a tenth in 2026, and its share price has fallen to about $15 from more than $23 in early July, when news reports said private equity investors wanted to buy it. Criteo still publishes plenty of announcements, but it has not commented on the buyout reports, has moved its earnings news off its main website, and reports results a few days later than it used to.

Eight quarters in one table

Criteo reports its business in two segments. Retail Media sells advertising on retailers' own websites and apps and runs the technology behind many retail media networks. Performance Media is the older business: commerce-focused display advertising across the open web, built originally on retargeting, plus a supply-side platform and ad tech services. The company's headline growth measure is Contribution ex-TAC: revenue minus the traffic acquisition costs paid to publishers for ad space. Ad tech intermediaries report figures of this kind because their gross revenue includes money they pass straight through to publishers.

The following figures come from Criteo's quarterly results releases. All are in millions of US dollars. The Q2 2026 segment split is PPC Land's derivation from the six-month table in the second-quarter release, because Criteo printed growth rates rather than dollar amounts for the quarter.

The full-year context sits behind those quarters. According to Criteo's fourth-quarter 2024 release, Contribution ex-TAC rose from $1,023 million in 2023 to $1,121 million in 2024, a 10% gain, with Retail Media up 25% to $253.8 million. According to the fourth-quarter 2025 release, the 2025 total reached $1,174.6 million, up 5% as reported and 3% at constant currency, while Retail Media grew just 2% to $259.7 million. Adjusted EBITDA was $406.7 million in 2025, a 35% margin on Contribution ex-TAC, and net income was $149.4 million.

Two things stand out. The first is the speed of the reversal. Contribution ex-TAC grew 7% at constant currency in the second quarter of 2025 and fell 12% at constant currency a year later. The second is the margin. Criteo's adjusted EBITDA margin held between 31% and 36% in every quarter of 2025. In the first half of 2026 it fell to 26% and 29%, and the third-quarter guidance implies, on PPC Land's arithmetic, a margin of roughly 23% to 24%. Third-quarter Contribution ex-TAC of $237 million to $241 million would sit below the $245 million Criteo reported for the third quarter of 2023.

Retail Media: the hole two clients left

The Retail Media story begins with one sentence in the first-quarter 2025 release, published May 2, 2025: "On April 30, 2025, our largest Retail Media client notified us that they will curtail the scope of services to be provided commencing November 1, 2025, which will reduce the expected revenue from that date onwards." The client, which Criteo has not named, kept the technology platform under what the company called "a multi-year committed contract" while dropping managed services and brand demand sales.

By the third-quarter 2025 release on October 29, 2025, the language had changed to "two specific Retail Media clients," and the company warned that its fourth-quarter guidance "should not be viewed as a run-rate for 2026." Criteo has not named the second client either. AFP, in a report carried by CB News on February 11, 2026, said the losses included a US contract with Uber Eats.

The financial schedule is precise. Criteo put the 2025 impact at $25 million, largely in the fourth quarter. For 2026, as PPC Land reported from the first-quarter results, the headwind runs $27 million in the first quarter, $21 million in the second, $20 million in the third and $7 million in the fourth: $75 million in total.

That schedule lets the size of the lost business be estimated from Criteo's own disclosures. In the first quarter of 2026, Retail Media Contribution ex-TAC fell 32% at constant currency, and Criteo said that "excluding this impact, Contribution ex-TAC grew 24% in Q1 across the underlying client base." In the second quarter the figures were a 22% constant-currency decline and 20% underlying growth. Working those numbers back, PPC Land estimates that the business unaffected by the two scope changes was about $34 million in the first quarter of 2025 and about $39 million in the second quarter of 2025. The affected business was therefore roughly $25 million and $21 million in those quarters, or about 42% and 35% of Retail Media Contribution ex-TAC. Those estimates match the size of the headwinds Criteo disclosed, which suggests the two clients' contribution is close to fully gone from the 2026 comparison.

Retail Media's share of the company shrank accordingly. It accounted for 27.0% of Contribution ex-TAC in the fourth quarter of 2024, the high point of the ten quarters PPC Land examined. By the first quarter of 2026 the share was 16.2%. Retention figures tell the same story from another angle. Same-retailer Contribution ex-TAC retention was 120% in the first quarter of 2025 and 112% in the second. In the fourth quarter of 2025 it was 99%, or 110% excluding the largest retailer, as PPC Land reported in February. On the second-quarter 2026 call, according to the transcript published by Investing.com, the figure was 84%, or 113% excluding the largest retailer.

The remaining network is still growing. Criteo added Lidl, JB Hi-Fi, Migros, Loblaw Advance, Monoprix, Druni, Olive Young and Golf Digest Online between late 2025 and mid-2026, and on October 26, 2026, the German beauty retailer flaconi extended its partnership for three years, saying media spend activated on its site had grown by more than 50% year on year. Criteo told analysts on the second-quarter call: "In Retail Media, the previously communicated client scope reductions are largely behind us after Q3." The fourth-quarter 2026 headwind of $7 million is the last item in the schedule.

Performance Media became the larger problem

For most of 2025, Performance Media carried the company while Retail Media absorbed the client news. Its Contribution ex-TAC grew 4% at constant currency in the first quarter of 2025, 6% in the second, 5% in the third and 2% in the fourth. Then the direction changed: down 2% at constant currency in the first quarter of 2026 and down 10% in the second.

That second-quarter number did more damage than the Retail Media headwind. Total Contribution ex-TAC fell by $36.6 million year on year in the quarter. On PPC Land's arithmetic, $12.8 million of that decline came from Retail Media and $23.8 million, or 65%, from Performance Media. In the first quarter the split had been the other way round: Retail Media fell $18.2 million while Performance Media rose $4.2 million as reported.

Criteo flagged the turn in its first-quarter 2026 release on May 6. Chief financial officer Sarah Glickman said the outlook incorporated "macro volatility, including geopolitical tensions in the Middle East and the lower marketing budgets for certain large Performance Media U.S. clients so far in the second quarter." Three months later, chief executive Michael Komasinski opened the second-quarter call with a blunter assessment: "The second quarter was a challenging one for Criteo. We did not meet the expectations we set for ourselves." He added that "several large enterprise clients further reduced spending, primarily driven by client-specific decisions and softer demand in specific verticals." According to the Investing.com transcript, the guidance assumed no improvement from those clients for the rest of 2026, and Performance Media client retention stood at about 90%.

Geography points in the same direction. According to Criteo's releases, Americas revenue fell 12% in the fourth quarter of 2025, to $242.0 million from $274.6 million, and 18% in the first quarter of 2026, to $158.6 million from $192.9 million. EMEA was the only region to grow in the first quarter, up 6% to $175.3 million. The active client count has also drifted down, from 17,269 at the end of 2024 to 16,786 at the end of 2025 and 16,752 at the end of June 2026.

Media spend, the gross amount advertisers run through Criteo, moved the other way. It passed $1 billion in a first quarter for the first time in 2026 and reached $1.1 billion in the second quarter, up 9% at constant currency, with $4.5 billion over the trailing 12 months. More spend producing less Contribution ex-TAC means Criteo is keeping a smaller share of each dollar. On the rounded media spend figures Criteo publishes, PPC Land estimates the company kept roughly 28 to 31 cents of each media dollar as Contribution ex-TAC in the second quarter of 2025 and roughly 22 to 24 cents in the second quarter of 2026. The releases do not explain the change.

Four guidance revisions in eighteen months

Guidance is where the timeline is clearest. The table below lists every full-year Contribution ex-TAC outlook Criteo issued for 2025 and 2026, with the date of the release.

In dollar terms, the February 2026 range implied about $1,175 million to $1,198 million of Contribution ex-TAC on the 2025 base, before currency effects. The August range implies about $1,034 million to $1,057 million. The midpoint moved by about $141 million, or 11.9%. Applying the stated margin ranges, the implied adjusted EBITDA midpoint fell from about $392 million to about $314 million. These are PPC Land calculations on Criteo's published ranges and ignore currency movements, which Criteo's own reported figures include.

The February release contained a sentence that did not survive the year: "The first quarter of 2026 is expected to represent the low point of the year." First-quarter Contribution ex-TAC came in at $250.4 million, just above the February guidance range of $245 million to $250 million. Second-quarter Contribution ex-TAC came in at $255.5 million, below the bottom of the $260 million to $264 million range Criteo set in May, and the third-quarter guidance of $237 million to $241 million sits lower than both. If the guidance holds, the third quarter, not the first, will be the low point.

The implied fourth quarter, on PPC Land's arithmetic, falls somewhere between $287 million and $314 million, a decline of roughly 5% to 13% from the $330 million reported in the fourth quarter of 2025. First-half Contribution ex-TAC was $505.8 million, down 9% from $556.4 million.

Criteo last raised its Contribution ex-TAC outlook in July 2025. On August 5, 2026, it cut the outlook for the second time in three months. Glickman described the update as reflecting "a more conservative view of our business trends for the remainder of the year." On the call, as PPC Land's same-day roundup of ad tech earnings recorded, she said Criteo did not view a 30% margin "as the normalized profitability level for the business."

Cash, buybacks and a shrinking share count

The balance sheet is the part of the story that has held up best, although it is no longer growing. Criteo generated $210.5 million of free cash flow in 2025, up 16%, and held $389 million of cash and marketable securities at the end of the year with no long-term debt. In the first half of 2026, free cash flow was negative $21.5 million against positive $9.0 million a year earlier, and cash and marketable securities fell by $86 million to $303 million by June 30. Capital expenditure is a large part of the change. Criteo spent $102.7 million on capital items in 2025 and expects to spend about $190 million in 2026, an increase tied mainly to the renewal of two large data centres.

Buybacks continued throughout. Criteo spent $224.6 million repurchasing shares in 2024, $152.1 million in 2025 and $61.3 million in the first half of 2026: $438.0 million in 30 months. Shares outstanding fell from 54.28 million at the end of 2024 to 48.55 million at the end of June 2026, a reduction of 10.6%. According to the registration statement filed on August 5, 2026, there were 48,997,559 shares outstanding on July 31.

The price paid matters. The 2025 buybacks covered 5.4 million shares, which works out to an average of about $28 a share. The stock closed at $14.88 on October 23, 2026. On PPC Land's arithmetic, the $438 million returned since January 2024 equals about 60% of Criteo's market capitalisation at that price, which StockAnalysis put at $729 million.

The share price, date by date

The share price provides a public record of how investors read each announcement. The figures below come from StockAnalysis unless stated otherwise.

• February 7, 2023: Reuters reported that Evercore was advising Criteo on a possible sale. According to TheFly, the shares rose 8% to $33.65. Two days later, according to Digiday, Criteo executives "expressly ruled out" discussing the reports.
• February 11, 2026: After the fourth-quarter 2025 results and the flat-to-2% outlook, the shares fell 12.83% to $16.99 in early trading, according to AFP as carried by CB News.
• July 6, 2026: The shares closed 21.4% higher at $23.17 after Bloomberg and Reuters reported a takeover approach. Stocktwits called it the stock's best day since November 2021.
• August 4, 2026: Close of $22.40, the last close before second-quarter results.
• August 5, 2026: Close of $17.05, down 23.88% in one session.
• August 31 and September 30, 2026: Month-end closes of $17.65 and $15.20.
• October 23, 2026: Close of $14.88, giving a market capitalisation of about $729 million on 49.0 million shares.
• October 26, 2026: According to MarketBeat, the shares touched a new 52-week low of $13.95 during the session.

At $14.88, Criteo traded 36% below its July 6 close and 22% below the roughly $19.09 implied as its closing price before the takeover reports, a figure PPC Land derived from the 21.4% gain. It traded 56% below the $33.65 reached in February 2023, after Reuters first reported a possible sale. StockAnalysis put Criteo's enterprise value at $566.85 million on October 6, 2026. Against 2025 adjusted EBITDA of $406.7 million, that is a multiple of about 1.4 times, or about 1.8 times the roughly $314 million implied by the August guidance. Those multiples are PPC Land calculations.

Analysts have moved with the price. According to MarketBeat, Wells Fargo cut its price target to $15 from $16 on October 27, Morgan Stanley and Benchmark lowered their targets on August 6, and Wedbush followed on August 20. The consensus rating MarketBeat compiles was "Hold," with an average target of $22.35. MarketBeat also reported that Glickman sold 6,285 shares at $17.23 on August 6 and Komasinski sold 1,656 shares at $17.28 on August 28.

Paris, Luxembourg, then the United States

While the operating numbers deteriorated, Criteo spent the year rebuilding its legal structure. The sequence is documented in its releases and SEC filings.

On October 29, 2025, alongside its third-quarter results, Criteo announced that it would move its legal domicile from France to Luxembourg through a cross-border conversion and replace its American Depositary Shares with ordinary shares listed directly on Nasdaq. A question-and-answer document filed with the SEC under Rule 425 gave the reason for the two-step route: "There is no legal framework available in France that allows a French company to merge directly into a U.S. corporation." Dissenting holders could exit at EUR 17.94 per ADS, capped at EUR 94.25 million or 10% of the share capital. PPC Land's coverage at the time ran under the headline Criteo abandons France to enable potential U.S. acquisition.

On January 7, 2026, the board approved the conversion after a favourable works council opinion, with chairman Frederik van der Kooi saying the move "positions us to unlock significant shareholder value." Glass Lewis and ISS recommended support on February 13, and on February 27, shareholders approved the conversion with 50,511,371 votes in favour and 114,993 against.

The conversion took effect on July 29, 2026. According to the Form 8-K filed that day, every ADS was surrendered for one Luxembourg ordinary share, the deposit agreement with Bank of New York Mellon was terminated, and the shares began trading on Nasdaq under CRTO from the opening. The same filing said the board had approved the next step: a merger into a wholly owned US subsidiary, expected to complete in January 2027, after which Criteo would move its listing to the New York Stock Exchange. The company listed the benefits as possible inclusion in US indices, "greater capital management flexibility by reducing or eliminating restrictions related to share repurchases and holdings of treasury shares," and the removal of ADS fees.

On August 5, 2026, the same day as the second-quarter results and the announcement of a new finance chief, the new US entity, Criteo Holdings, Inc., filed its registration statement. According to that filing, shareholders will vote at a general meeting in Luxembourg on December 15, 2026, with a record date of October 22. The merger needs a two-thirds majority of votes cast, and the target effective time is 12:00:01 a.m. New York time on January 1, 2027. The board's stated reason is index eligibility: the move "would position Criteo for broader inclusion in major U.S. stock indices and would thus enable broader access to the vast pool of passive capital that tracks such indices."

The registration statement also lists provisions that "could have the effect of delaying or preventing changes in control." They include a board divided into two classes until the seventh annual meeting after the merger, higher ownership thresholds for shareholders to call a special meeting, longer advance notice requirements than Criteo has had before, and board authority to set the terms of preferred stock. Claims under Delaware corporate law would go exclusively to the Delaware Court of Chancery. Provisions of this kind are common in US company charters. The filing's account of how the board reached the decision describes periodic reviews of "various alternatives," including redomiciliation and listing on other exchanges, without referring to any takeover approach.

The takeover approach no one has confirmed

On Monday, July 6, 2026, Bloomberg reported that Criteo had received a takeover offer backed by Vista Equity Partners. Reuters followed the same day, citing two sources, and named the second bidder as Quinti Capital. According to the Reuters report, the offer was submitted the previous week at "more than a 50% premium to its recent share price," and "Paris-based Criteo has not yet made a decision on how to respond to the takeover approach." No price per share, structure or financing was reported. PPC Land covered the bid on July 7 and followed with analysis of what it meant for the ad tech industry and for private equity's appetite.

A 50% premium on the implied pre-report close of about $19.09 would be roughly $28.60 a share, on PPC Land's arithmetic, though the "recent share price" the sources referred to was not defined. That figure is close to the average price Criteo paid for its own shares in 2025, and nearly double the October 23 close.

As of October 31, 2026, 117 days after the first report, Criteo has not publicly confirmed or denied the approach. AdExchanger noted on July 8 that the company had not reacted publicly, and The Motley Fool wrote on July 10 that none of the three companies had commented. None of the 10 investor releases Criteo issued between July 6 and October 31 refers to the approach in its title, and the August 5 results release does not mention it. PPC Land found no later report saying the offer was rejected, withdrawn or still under discussion.

This silence fits a pattern. When Reuters reported the Evercore-advised sale exploration in February 2023, Criteo also declined to discuss it. Listed companies commonly decline to comment on reports of approaches that have not produced an agreement.

Is Criteo quiet? What the announcement record shows

The question can be tested. PPC Land compiled every release listed on Criteo's investor relations site from January 1, 2022, to October 31, 2026, 130 in total, and every item in the press release section of its corporate newsroom from January 2023, 76 in total. PPC Land then classified each release by type: earnings, earnings date notices, conference appearances, leadership and board changes, domicile and corporate actions, statements, and business announcements such as partnerships, product launches and client wins.

Volume has not fallen

On a like-for-like basis, the January-to-October count for investor releases was 22 in 2022, 22 in 2023, 29 in 2024, 26 in 2025 and 27 in 2026. By count, 2026 is Criteo's second-busiest year in the period, and it has already produced more business announcements on its investor site than any full year since 2022. The corporate newsroom, at 18 press releases in ten months, is on course to match 2024.

On volume alone, the impression of silence does not hold up.

The timing has shifted

The picture changes when the year is split at July 6, the date of the takeover reports. From January 1 to July 5, 2026, Criteo issued 17 investor releases, nine of them business announcements, the highest first-half business count in the dataset. From July 6 to October 31, it issued 10, of which only two were business announcements: the August 24 ChatGPT Ads expansion and the October 5 Frost & Sullivan recognition for its supply-side platform. In the same July-to-October window, Criteo issued 14 investor releases in 2025 and 11 in 2024, with four business announcements in each year.

The investor site published nothing in September 2026. The gap from August 27 to October 5 lasted 39 days, which is long but not unusual: gaps of 41 to 50 days occurred in 2022, 2024 and 2025. The longest gap of all in the dataset came at the turn of the year: 70 days between October 29, 2025, and January 7, 2026. The corporate newsroom had its own longest gap at the same moment: 97 days between October 31, 2025, and February 5, 2026.

The newsroom tells a slightly different story. Its July-to-October output fell from 12 press releases in 2025 to seven in 2026, but the 2026 rate after July 6 matched the rate before it, at roughly 1.8 releases a month. The newsroom kept publishing retail partnerships: Massmart, Loblaw Advance, Tyroo and flaconi.

What has disappeared

Four changes stand out more than the counts.

Earnings and leadership news left the corporate newsroom. Criteo's newsroom at criteo.com carried two results releases in 2023, four in 2024 and three in 2025, the last being the third-quarter 2025 results, posted on October 31, 2025. It has carried none in 2026. The newsroom's listing also skips the first-quarter 2025 release, the one that disclosed the largest client's notice and the first guidance cut. The fourth-quarter 2025, first-quarter 2026 and second-quarter 2026 releases appear only on the investor site and newswires. Leadership news followed the same path: the newsroom published five leadership releases in 2024 and five in 2025, including the promotion of Connor McGogney to chief strategy officer on August 26, 2025. It published none in 2026. McGogney's appointment as chief financial officer on August 5, 2026, the August 27 announcement that chief product officer Todd Parsons was leaving, and the October 29 board change appear only on the investor site. Partners, customers and marketers who follow Criteo through its main website see the partnerships and not the results.

The "In the News" page stopped updating. Criteo's In the News section, where the company curates press coverage of itself, lists nothing after April 29, 2026, despite the volume of coverage since July. This is not unprecedented: the same page went from April 23, 2025, to December 5, 2025, without an entry.

Results headlines lost their adjectives. Criteo's results releases were titled "Record" for six consecutive quarters, from the fourth quarter of 2023 to the first quarter of 2025, including the release that disclosed the largest client's notice, and "Strong" for the second and third quarters of 2025. The last three have no adjective at all: "Criteo Reports Fourth Quarter 2025 Results," "First Quarter 2026 Results" and "Second Quarter 2026 Results." The pattern is consistent with earlier years: the fourth-quarter 2022 and first-quarter 2023 releases, issued during the last downturn, also carried no adjective.

Guidance appears in headlines only when it goes up. The bold headline bullets on Criteo's results releases mentioned guidance three times since February 2025: "Targeting Mid-Single-Digit Growth in 2025" in February 2025, "Raises Full Year 2025 Outlook" in July 2025, and "Raises Full Year 2025 Margin Outlook" in October 2025. They did not mention guidance on any of the four occasions it was cut or set flat: May 2025, February 2026, May 2026 and August 2026. On those dates the bullets highlighted share buybacks, media spend passing $1 billion, and the new chief financial officer.

Results arrive later

Criteo has also pushed its reporting dates back. The table shows how many days after the end of each quarter the company reported.

Every 2026 reporting date is the latest in five years for that quarter, and four to six days later than in 2025. The November 4, 2026 date, announced on October 21, continues the pattern. The dates remain within SEC filing deadlines.

Where Criteo is still loud

One subject dominates Criteo's 2026 output. Six of its 11 business announcements on the investor site concern OpenAI, ChatGPT or agentic commerce: the Agentic Commerce Recommendation Service on February 5, the OpenAI advertising pilot on March 2, a dentsu campaign orchestrated through Criteo's MCP integration on May 4, and updates on the OpenAI integration on May 5, June 22 and August 24. The brand count rose from more than 1,000 on May 5 to more than 2,000 on June 22. Rather than issuing a new release, Criteo added a banner to its August 24 page dated October 21, 2026, saying the integration now covers 89 markets.

The company has also been explicit that this activity is not in the numbers. Its 2026 outlook, as PPC Land reported on August 5, "does not assume meaningful contributions from OpenAI or our broader agentic AI initiatives."

What the evidence does not establish

The counts show where Criteo's communication changed, not why. Several explanations fit the same record, and the evidence does not choose between them.

A company that has received an unsolicited approach, and is in the middle of a shareholder vote on a US merger, faces legal constraints on what it says. Communications about the US merger are subject to SEC rules on registered transactions. A company in the weeks before an earnings release, as Criteo is now, also typically limits what it says. Leadership churn may account for some of it: Criteo has had a new chief financial officer since August 10 and no permanent chief product officer since September 1. The move of earnings releases off criteo.com could be a website housekeeping decision rather than a communications choice. And a company whose numbers are falling has less to announce, whatever its intentions.

What the record does establish is narrower. Criteo has kept up its volume of announcements, concentrated them on partnerships and OpenAI, removed financial and leadership news from its customer-facing website, stopped describing its results with positive adjectives, reported later, and said nothing on the record about a reported takeover offer worth more than 50% above its share price at the time.

Leadership: who left, who arrived

The executive and board changes since 2024 form their own timeline.

• August 26, 2024: Chief executive Megan Clarken announced her intention to retire within 12 months.
• January 14, 2025: Michael Komasinski, a former dentsu executive, was named chief executive, effective February 15, 2025.
• April 11, 2025: Frederik van der Kooi replaced Rachel Picard as chair. Hubert de Pesquidoux, audit committee chair since 2012, did not stand for re-election.
• July 30, 2025: Todd Parsons became chief product officer and president of Performance Media. Sherry Smith became president of Retail Media.
• August 26, 2025: Connor McGogney was promoted to chief strategy officer.
• October 29, 2025: Amazon veteran Edouard Dinichert joined as chief customer officer.
• August 5, 2026: McGogney was named chief financial officer, effective August 10, succeeding Glickman, chief financial officer since 2020, who stayed as an adviser through September.
• August 27, 2026: Criteo said Parsons would leave "to pursue a Chief Executive Officer opportunity at a private company", moving to an advisory role from September 1 through September 30, with chief technology officer Diarmuid Gill taking charge of the product organisation and a search under way. The release added: "Our product strategy, roadmap and client commitments are unchanged."
• October 28, 2026: Jianchang "JC" Mao, a former corporate vice president of Microsoft Advertising product and engineering, joined the board. Edmond Mesrobian, a director since 2017, stepped down. Criteo said his departure was not the result of any disagreement.

Headcount followed the guidance. According to Criteo's releases, the company employed 3,507 people at the end of 2024, 3,650 on September 30, 2025 and 3,649 at the end of 2025. By March 31, 2026, the figure was 3,553, down 96 in one quarter. Non-GAAP operating expenses fell 10% year on year in the second quarter of 2026, to $158.1 million.

Why this matters for marketers

Criteo sits in two places where advertisers and retailers spend money. As a commerce media platform, it runs the onsite advertising business for retailers across the United States, Europe and Asia, including grocers and marketplaces that do not build their own ad stacks. As an open-web buyer, its Performance Media business remains one of the largest sources of commerce display demand outside the walled gardens. The changes at Criteo matter beyond its shareholders.

For retailers running retail media networks on Criteo's technology, the company's two-client experience shows how concentrated that business was. On PPC Land's estimates, two clients accounted for 35% to 42% of Retail Media Contribution ex-TAC in early 2025. The largest of them kept Criteo's software and dropped the services. The choice between licensing technology and buying a managed service is one every retail media network makes, and it determines how much of the media spend an intermediary keeps.

For Performance Media buyers, the second-quarter numbers show that large US advertisers cut their spending with Criteo in mid-2026, for reasons the company described as client-specific and vertical-specific rather than market-wide. Other ad tech companies reported a split picture on August 5, as PPC Land's same-day roundup showed.

For advertisers buying ChatGPT inventory through Criteo, the company was the first ad tech partner in OpenAI's advertising pilot and has reported more than 2,000 brands on the integration since June. Its own 2026 guidance assumes no meaningful contribution from that channel.

And for the wider ad tech sector, the takeover reports and the two-step domicile change keep the question of Criteo's ownership open going into 2027. PPC Land reported in July how private equity interest in Criteo coincided with pressure on Google's search business. Whether a deal follows is not something the public record can answer.

What November 4 will test

The third-quarter release will show whether Criteo met guidance of $237 million to $241 million in Contribution ex-TAC and $54 million to $58 million in adjusted EBITDA. It will show whether Performance Media stabilised, whether the Retail Media headwind of $20 million fell as scheduled, and whether the full-year range of a 10% to 12% decline holds. It will be the last results release before the December 15 vote and the first with McGogney as chief financial officer.

Timeline

• February 7, 2023: Reuters reports Evercore is advising Criteo on a possible sale; shares rise 8% to $33.65.
• February 23, 2024: Criteo responds to a letter from activist shareholder Petrus Advisers, citing more than $1 billion in 2023 Contribution ex-TAC.
• August 26, 2024: Megan Clarken announces plan to retire as chief executive.
• November 18, 2024: Criteo hosts a Retail Media investor update, its last investor event of that kind.
• January 14, 2025: Michael Komasinski named chief executive, effective February 15, 2025.
• February 5, 2025: Fourth-quarter 2024 results; 2025 outlook of mid-single-digit growth.
• April 30, 2025: Largest Retail Media client notifies Criteo it will curtail services from November 1, 2025.
• May 2, 2025: First-quarter 2025 results disclose the client change; 2025 outlook cut to low-single-digit growth.
• July 30, 2025: Second-quarter 2025 results; outlook raised to 3% to 4% growth.
• September 10, 2025: Criteo becomes Google's first onsite retail media partner for Search Ads 360.
• October 29, 2025: Third-quarter 2025 results; Criteo announces plan to leave France for Luxembourg; "two specific Retail Media clients" first disclosed.
• October 31, 2025: Last results release posted on Criteo's corporate newsroom.
• January 7, 2026: Board approves the Luxembourg conversion and sets a February 27 vote.
• February 11, 2026: Fourth-quarter 2025 results; 2026 outlook of flat to 2% growth; shares fall 12.83% in early trading.
• February 13, 2026: Glass Lewis and ISS back the conversion.
• February 27, 2026: Shareholders approve the move to Luxembourg.
• March 2, 2026: Criteo becomes the first ad tech partner in OpenAI's ChatGPT advertising pilot.
• April 29, 2026: Last entry on Criteo's "In the News" page.
• May 5, 2026: More than 1,000 brands live on ChatGPT ads through Criteo.
• May 6, 2026: First-quarter 2026 results; outlook cut to a low-single-digit decline.
• June 22, 2026: More than 2,000 brands on ChatGPT ads through Criteo.
• July 6, 2026: Bloomberg and Reuters report a Vista Equity and Quinti Capital offer at a premium of more than 50%; shares close 21.4% higher at $23.17.
• July 29, 2026: Conversion to Luxembourg takes effect; ADS programme ends; board approves US merger.
• August 5, 2026: Second-quarter 2026 results; outlook cut to a 10% to 12% decline; McGogney named chief financial officer; Criteo Holdings, Inc. files its registration statement; shares close down 23.88%.
• August 24, 2026: Criteo extends ChatGPT Ads access to 31 European markets.
• August 27, 2026: Chief product officer Todd Parsons to leave Criteo.
• September 2026: No release on Criteo's investor site for the whole month.
• October 21, 2026: Criteo sets November 4 as its third-quarter results date; its ChatGPT Ads release is updated to 89 markets.
• October 22, 2026: Record date for the vote on the US merger.
• October 26, 2026: flaconi extends its Criteo partnership for three years; shares touch a 52-week low of $13.95.
• October 28, 2026: JC Mao joins the board; Edmond Mesrobian leaves.
• November 4, 2026: Third-quarter 2026 results scheduled.
• December 15, 2026: Shareholder vote on the US merger scheduled.
• January 1, 2027: Target effective time for the US merger and NYSE listing.

Related PPC Land coverage

• Criteo cuts full-year guidance as Q2 revenue falls 11% to $428 million - The August 5, 2026 results, the second guidance cut, the $75 million headwind schedule and the change of chief financial officer.
• Criteo cuts full-year guidance again as ad tech earnings split in two - Criteo's second-quarter numbers set against Magnite, AppLovin, Pinterest and other ad tech results on the same day.
• Vista Equity and Quinti Capital offer 50% premium for Criteo, sources say - The July 2026 takeover reports and what they did and did not disclose.
• Criteo takeover bid tests private equity's appetite for ad tech - How the approach fits private equity's interest in ad tech companies.
• Criteo takeover bid reshapes an adtech industry already in flux - Industry context for the reported offer.
• Private equity circles Criteo as Google's search grip slips - The takeover interest read against changes in search advertising.
• Criteo hits $1B media spend but retail media losses drag Q1 2026 results - The first-quarter 2026 results and the first guidance cut of the year.
• Criteo is now inside ChatGPT - and its Q1 numbers tell a complicated story - The OpenAI integration measured against declining Retail Media figures.
• Criteo's retail media gamble backfires as client cuts erase year of growth - The fourth-quarter 2025 results and the initial 2026 outlook.
• Criteo: Major Retail Media Client Change Impacts Growth Outlook - The May 2025 disclosure that the largest Retail Media client would curtail services.
• Criteo abandons France to enable potential U.S. acquisition - The October 2025 domicile announcement and its exit terms.
• Criteo shareholders back France-to-Luxembourg move in landslide vote - The February 27, 2026 vote count.
• Criteo becomes first ad tech partner in OpenAI's ChatGPT ad pilot - The March 2, 2026 OpenAI partnership and its early conversion data.
• Criteo hits 2,000 brands on ChatGPT ads as Prompt Smart Ads show 4x spend lift - The June 2026 update on the ChatGPT integration.
• Criteo raises guidance following second quarter growth in retail media - July 2025, the last time Criteo raised its Contribution ex-TAC growth outlook.

Summary

Who: Criteo, the commerce advertising technology company listed on Nasdaq as CRTO, led by chief executive Michael Komasinski and, since August 10, 2026, chief financial officer Connor McGogney. The reported bidders are Vista Equity Partners and Quinti Capital.

What: Criteo cut its 2026 outlook twice, from growth of up to 2% in February to a decline of 10% to 12% in August, after two Retail Media clients reduced their scope and large Performance Media clients cut spending. PPC Land's count of 130 investor releases and 76 newsroom releases shows Criteo has not reduced the number of its announcements. It has moved earnings and leadership news off its corporate website, dropped positive adjectives from its results headlines, reported later each quarter, slowed business announcements after July 6, and made no public comment on a reported takeover approach.

When: The analysis covers January 2022 to October 31, 2026. The key dates are April 30, 2025 (client notice), February 11, May 6 and August 5, 2026 (guidance), July 6, 2026 (takeover reports), November 4, 2026 (third-quarter results) and December 15, 2026 (US merger vote).

Where: Criteo was founded in Paris, moved its legal domicile to Luxembourg on July 29, 2026, and plans to become a US company with an NYSE listing on January 1, 2027. The client losses hit hardest in the Americas, where revenue fell 18% in the first quarter of 2026.

Why: The numbers matter to retailers running retail media on Criteo's technology, to advertisers buying open-web and ChatGPT inventory through it, and to an ad tech sector watching whether a long-discussed sale of the company finally happens. The communication pattern matters because the public record is what customers and investors have to work with, and that record contains nothing from Criteo on the reported approach.