Criteo today reported second quarter 2026 revenue of $428 million, down 11% year over year, cut its full-year outlook for the second time in three months, and named Chief Strategy Officer Connor McGogney as Chief Financial Officer effective August 10, 2026. The company now expects Contribution ex-TAC to decline between 10% and 12% at constant currency for the year, against guidance issued in May that pointed to a low-single-digit decline.

The results, published on August 5, 2026 alongside a Form 8-K filed with the U.S. Securities and Exchange Commission, cover the three months ended June 30, 2026. They describe a company whose operating metrics and financial metrics have decoupled in an unusually visible way. Media spend, the volume of advertising money passing through Criteo's systems, grew 9% at constant currency to $1.1 billion in the quarter. Revenue fell 11%. Contribution ex-TAC, the non-GAAP profitability measure Criteo uses in place of gross profit, fell 13% as reported and 12% at constant currency to $255 million.

Chief Executive Officer Michael Komasinski did not soften the assessment. "While our second quarter top line performance was disappointing, our long-term strategy remains unchanged," he said in the earnings release. On the prepared remarks for the earnings call, held the same morning at 8:00 AM Eastern time, he added: "The second quarter was a challenging one for Criteo. We did not meet the expectations we set for ourselves, and we will be transparent about the factors behind our revised outlook and the actions we are taking."

The shortfall and what caused it

Criteo missed the midpoint of its own Contribution ex-TAC guidance by approximately $7 million. In May, the company had guided to $260 million to $264 million for the second quarter. The reported figure of $255 million landed below the bottom of that range.

Two distinct pressures produced the result, and they operate on different timetables.

The first is a known quantity. Two Retail Media clients reduced the scope of their engagements with Criteo, a change first disclosed in May 2025 when the company revealed that its largest retail media client would discontinue managed services and curtail brand demand sales. That decision has been metabolising through the accounts ever since. Criteo's retail media gamble backfired as those client cuts erased a year of growth, and the modelling assumptions published with today's presentation quantify the damage quarter by quarter: $27 million in the first quarter of 2026, $21 million in the second, $20 million expected in the third, and $7 million in the fourth, for a full-year total of $75 million.

The second pressure is newer and less predictable. Several large enterprise clients in the Performance Media segment reduced spending during the quarter, and did so more sharply than Criteo had modelled when it set guidance in May. "The primary drivers were the client-specific Performance Media dynamics we discussed last quarter, which became more pronounced during the quarter," Komasinski said in the prepared remarks. "Several large enterprise clients further reduced spending primarily driven by client-specific decisions and softer demand in specific verticals."

Chief Financial Officer Sarah Glickman attributed the $7 million shortfall specifically to those Performance Media dynamics rather than to the Retail Media headwind, which had been forecast and was delivered within expectations. The distinction matters for anyone modelling the second half. The Retail Media impact is scheduled to shrink; the Performance Media weakness has now been extrapolated forward with no assumed recovery.

Segment mechanics

Criteo reports two segments. Retail Media covers sponsored product placements, onsite display and the retail mediamonetization stack sold on retailer properties. Performance Media covers commerce activation through Commerce Growth and the self-service GO platform, supply-side monetization through Commerce Grid, and a category the company labels AdTech Services.

Retail Media

Retail Media revenue was $47.9 million in the second quarter, down 21% as reported and 22% at constant currency from $60.9 million a year earlier. Contribution ex-TAC for the segment was $47.2 million against $60.0 million in the comparable quarter.

Strip out the two clients whose scope changed and the picture inverts. Underlying Retail Media Contribution ex-TAC grew 20% across the rest of the client base, and the take rate on that underlying base held steady year over year. Same-retailer Contribution ex-TAC retention came in at 84%, a figure that rises to 113% when the largest retailer is excluded from the calculation. The gap between those two numbers is the entire story of the segment compressed into a single ratio.

Media spend inside Retail Media reached $527 million, up 31% at constant currency, with more than 4,500 global brands active on the platform. Criteo's retailer footprint now exceeds 235 retailers, including roughly 75% of the top 30 retailers in the United States and roughly 40% of the top 50 in EMEA, excluding Amazon in both counts.

New supply was added across all three regions during the quarter: Loblaw Advance in Canada, Monoprix and Druni in EMEA, and Olive Young and Golf Digest Online in APAC. Criteo also pointed to building momentum with DoorDash, citing growing advertiser participation and a second-half pipeline concentrated in beauty, personal care, and food and beverage. The company won a Massmart retail media deal covering 280 stores in Africa shortly before the quarter closed, extending the Commerce Yield monetization suite into a market where onsite retail media remains thinly developed.

Auction-based display, which Criteo debuted in June 2025 to introduce programmatic bidding into retail environments, is now live with more than 85 retailers globally, up from 60 in the first quarter. Criteo describes it as its fastest growing advertising format, and attributes retailer adoption to improved monetization and stronger advertiser demand rather than to any pricing incentive.

Performance Media

Performance Media revenue was $380.1 million, down 10% as reported and 9% at constant currency. Segment Contribution ex-TAC was $208.3 million, down 10% on both bases. Media spend within the segment fell 5% at constant currency to $589 million, with two sub-components moving in opposite directions: Commerce Growth media spend declined 10% at constant currency, while AdTech Services grew 19%.

The vertical detail is where the weakness becomes legible. Fashion media spend fell 21%. Travel moderated after what Glickman described as several years of exceptional performance. Media spend declined across every region, with EMEA holding up better than the United States or APAC. Those international markets matter disproportionately here: EMEA and APAC together account for approximately two-thirds of Commerce Growth media spend, according to the guidance commentary.

By reporting region, total revenue split as $176.0 million in the Americas, down 12%, $171.3 million in EMEA, down 8%, and $80.7 million in APAC, down 17%. The sequential picture differs: Americas revenue rose 11% from the first quarter while APAC fell 11%.

Profitability held better than revenue

Adjusted EBITDA came in at $73.3 million, down 18% from $89.4 million. Adjusted EBITDA margin, expressed as a percentage of Contribution ex-TAC, was 29% against 31% a year earlier. Given a 12% constant-currency decline in the denominator, that two-point margin compression is a narrower outcome than the top line alone would suggest.

Operating expenses fell 9% year over year to $207.2 million. On a non-GAAP basis, which strips out depreciation, amortisation, equity-related compensation and restructuring items, operating expenses fell 10% to $158.1 million. Criteo attributed the reduction to resource allocation discipline, productivity gains, and the non-recurrence of a company-wide event held in the prior year.

The line-item detail carries some texture. Research and development expenses fell 10% to $71.9 million. Sales and operations expenses fell 21% to $85.5 million, the largest single reduction. General and administrative expenses moved the other way, rising 24% to $49.7 million, driven substantially by restructuring, integration and transformation costs of $8.8 million booked in that line against $0.6 million a year earlier.

Total restructuring, integration and transformation costs across all lines reached $9.9 million in the quarter, against $0.6 million in the second quarter of 2025 and $20.1 million across the first six months of 2026 against $2.4 million in the comparable period. These are the costs of the corporate restructuring described later in this article, plus nonrecurring litigation matters.

Two further items shaped the profitability comparison. Depreciation and amortisation expense fell 12% to $31.6 million. Share-based compensation expense, including related social contributions, fell 23% to $16.6 million. Criteo also changed its non-GAAP presentation beginning this quarter, excluding employer social contribution expense related to employee equity award compensation on the grounds that the expense tracks the share price rather than operating performance. The company stated that prior period comparative amounts were not material and were not recast.

Net income was $11.8 million against $22.9 million, a 49% decline. Net income allocated to Criteo shareholders was $11.2 million, or $0.22 per diluted share, against $0.39 a year earlier. Adjusted net income was $40.5 million, or $0.80 per diluted share, against $50.8 million and $0.92. On a six-month basis the erosion is steeper: net income of $20.3 million against $62.9 million, a 68% decline, and diluted EPS of $0.37 against $1.05.

Income from operations was $15.0 million for the quarter against $30.5 million. The provision for income taxes was $3.6 million.

Cash, capital expenditure and the buyback

Cash flow from operating activities was $20.3 million, against an outflow of $1.4 million in the second quarter of 2025. Free Cash Flow was negative $37.5 million against negative $36.3 million, a deterioration Criteo attributed to seasonality and the payment of 2025 income taxes. On a trailing twelve-month basis, Free Cash Flow stood at $180 million. Glickman said the company anticipates positive free cash flow generation in the second half.

Capital expenditure is running well above prior-year levels. Acquisition of intangible assets, property and equipment reached $58.2 million in the quarter against $35.3 million, a 66% increase, and $91.1 million across six months against $52.3 million. Criteo expects full-year capital expenditure of approximately $190 million, up from $101 million in 2025, with the increase tied primarily to the renewal of two large data centres. That single line explains most of the gap between operating cash flow and free cash flow in 2026.

Cash and cash equivalents stood at $252.2 million at June 30, 2026, down from $342.0 million at December 31, 2025. Including marketable securities of $50.8 million, cash and securities totalled $303 million, a decrease of $86 million over six months. Total financial liquidity was approximately $767 million, comprising the cash position, marketable securities, and $464 million available under the revolving credit facility. Criteo carries no long-term debt.

The company repurchased $30 million of stock in the quarter, covering 1.7 million shares, and $61.3 million across the first six months. As of the end of June, $160 million remained under the current authorised repurchase programme. Shares outstanding fell to 48,550,453 at June 30 from 51,151,866 at the start of the year. Weighted average diluted share count for the quarter was 50,545,915, down from 55,133,569 a year earlier, which flatters per-share comparisons by roughly 8% before any operating effect.

Total assets fell to $2.01 billion from $2.20 billion at year end. Trade receivables dropped to $456.0 million from $582.1 million, and trade payables to $457.1 million from $566.0 million. Days sales outstanding improved to 58 days from 65 a year earlier, and Criteo credited stronger cash collections for a bad debt expense that came in below plan.

The guidance reset

For the third quarter of 2026, Criteo expects Contribution ex-TAC of $237 million to $241 million, representing a decline of 14% to 15% at constant currency, and Adjusted EBITDA of $54 million to $58 million.

For the full year, the company now targets a Contribution ex-TAC decline of 10% to 12% at constant currency and an Adjusted EBITDA margin of approximately 30% of Contribution ex-TAC. In February, Criteo had guided to full-year Contribution ex-TAC growth of flat to up 2% at constant currency. In May, that became a low-single-digit decline. Today's revision marks the third position on the same metric in six months.

The construction of the new guidance is explicit about its own conservatism. "Our guidance reflects what we see in the business today and assumes no improvement in spending from those large enterprise clients through the balance of the year," Komasinski said. Glickman framed the same point in the language of extrapolation: current Performance Media spending trends carried forward, no recovery assumed, prudent macroeconomic assumptions maintained.

Within the segments, the Retail Media outlook is unchanged. Criteo continues to expect media spend growth ahead of the market and Contribution ex-TAC declining in the mid- to high-teens at constant currency, with the underlying business excluding the two affected clients growing in the high teens to 20% range. Performance Media Contribution ex-TAC is now expected to decline in the high single digits at constant currency, a material downgrade from the mid-single-digit growth guided in February.

Glickman was direct about the margin figure. "We do not view 30% as the normalized profitability level for the business," she said, adding that the model retains meaningful room for margin expansion as top-line growth improves.

Other modelling inputs disclosed today: a normalised tax rate of 27% to 32%, driven by evolving revenue mix and one-time items related to the redomiciliation; operating cash flow conversion from Adjusted EBITDA improving to approximately 85% in 2026 from 76% in 2025; and Free Cash Flow conversion of about 35% of Adjusted EBITDA before non-recurring items.

Currency

Foreign exchange moved against Criteo between guidance cycles. The company expects a $6 million to $8 million negative year-over-year impact on Contribution ex-TAC in the third quarter, approximately $4 million worse than under the rates assumed three months ago. For the full year, foreign exchange is expected to deliver a modest year-over-year benefit, with up to $2 million of positive impact.

The guidance assumes a U.S. dollar to euro rate of 0.86, a dollar to Japanese yen rate of 159, a dollar to British pound rate of 0.75, a dollar to Korean won rate of 1,500, and a dollar to Brazilian real rate of 5.16. The sensitivity table published with the presentation shows approximately 24% of Contribution ex-TAC exposed to the euro, 10% to the yen, 4% to the pound and 3% to the won during the second quarter. A 1% appreciation of the dollar is estimated to reduce full-year Contribution ex-TAC by $3.0 million through the euro exposure alone, partially offset by $2.1 million of expense relief.

A new chief financial officer

Connor McGogney becomes Chief Financial Officer on August 10, 2026, succeeding Sarah Glickman, who has held the role since 2020. Glickman will remain as an advisor through the end of September to support the transition, with employment ceasing on September 30, 2026, according to the Form 8-K. She is expected to execute a separation and release agreement consistent with the terms of her employment agreement.

McGogney currently serves as Chief Strategy Officer and will continue to oversee strategy, corporate development and partnerships in addition to leading finance. He joined Criteo in 2018 and has held senior roles across strategy, corporate development and finance. Prior to Criteo he was Vice President, Global M&A and Corporate Development at Nielsen, and before that Vice President, Investment Banking at Credit Suisse, where he worked on mergers, acquisitions and financing transactions for media and technology companies. He holds a B.S. in Information Sciences and Technology from Pennsylvania State University and an M.B.A. with a focus on corporate finance from New York University. He reports to Komasinski and remains based in New York.

"Connor brings a unique combination of finance and strategy expertise, capital markets experience and relationships, and a deep understanding of our business," Komasinski said in the appointment release. "He has been a trusted partner on our executive team and to our Board of Directors in our financial and long-term strategic planning and capital allocation."

McGogney's own comment stayed close to the capital allocation theme: "I look forward to continuing to work with the rest of the executive team as we build on our strong financial foundation and execute our strategy with discipline to maximize shareholder value."

Glickman closed her section of the prepared remarks with a personal note. "Serving as Criteo's Chief Financial Officer has been one of the most rewarding experiences of my career," she said in the release, and on the call added that she looks forward to supporting McGogney and the team during the transition.

Terms of the appointment

The Form 8-K discloses the compensation package attached to the role. McGogney enters an amended and restated employment agreement with Criteo Corp., the company's wholly owned U.S. subsidiary, providing an annual base salary of $515,000 and eligibility for an annual bonus under the Criteo Executive Bonus Plan with a target equal to 75% of salary.

Subject to board discretion, he receives an appointment grant of restricted stock units valued at $458,333 on the grant date. That grant vests 25% on the first anniversary, with quarterly vesting across the following 36 months.

The severance provisions follow a conventional structure. On an involuntary termination outside a change of control, McGogney receives a lump sum equal to twelve months of base salary plus one times target annual bonus plus earned but unpaid bonus amounts, twelve months of COBRA premium coverage, and continued vesting of unvested restricted stock units and performance stock units as if he had remained employed for six months. Where an involuntary termination occurs within one year of a change of control, all outstanding unvested awards vest immediately, with performance stock units settling at target. Payments are contingent on execution of a release of claims and continued compliance with a restrictive covenants agreement.

The filing states that no arrangement or understanding with any other person or entity produced the appointment, and that McGogney has no family relationship with any director or executive officer of the company.

The change-of-control language carries more weight than boilerplate normally would, given that Vista Equity Partners and Quinti Capital submitted an offer to acquire Criteo at a premium of more than 50% to its recent share price in early July 2026, according to Reuters reporting cited at the time. Criteo did not address the approach in today's materials.

The corporate restructuring underneath the numbers

Criteo completed its transfer of legal domicile from France to Luxembourg on July 29, 2026, six days before these results. The American Depositary Share programme terminated on completion, with each holder automatically receiving one ordinary share per ADS, and the ordinary shares began trading directly on Nasdaq under the CRTO ticker as the company set its sights on the New York Stock Exchange.

"Last week, we successfully completed our redomiciliation to Luxembourg and direct listing of ordinary shares, an important milestone in simplifying our corporate structure," Komasinski said in the prepared remarks. The board has approved the next step: a transfer of legal domicile from Luxembourg to the United States, executed as a merger of the company into a newly incorporated wholly owned U.S. subsidiary, expected to complete in January 2027 subject to shareholder approval and other conditions. Komasinski framed the rationale in terms of index eligibility and investor access, noting that the move would position Criteo for U.S. index inclusion and broaden access to U.S. investors.

The path to this point ran through a shareholder vote. Criteo set the Luxembourg vote in January 2026 as it sought capital management flexibility, and shareholders backed the France-to-Luxembourg move in a landslide in February after proxy advisors Glass Lewis and ISS recommended support. The original announcement in October 2025 made the strategic logic explicit: Criteo abandoned France in part to enable a potential U.S. transaction, because Luxembourg's regime permits cross-border mergers with U.S. corporations that French corporate law prevents.

Two mechanical consequences of the conversion appear in the filings.

First, on July 30, 2026, a representative of the board appeared before a Luxembourg notary to amend the company's articles of association, reducing share capital to EUR 1,230,722.375 represented by 49,228,895 ordinary shares of EUR 0.025 nominal value each. The reduction reflects the cancellation of 4,500,000 shares previously held in treasury, effective the same day. Glickman confirmed the cancellation in the prepared remarks, linking it directly to the Luxembourg move. Luxembourg law does not impose the treasury share restrictions that French law does, which was among the arguments made for the conversion in the first place.

Second, on July 29, 2026, Criteo amended its Multicurrency Revolving Facility Agreement, originally entered on September 27, 2022 and previously amended on November 17, 2023. The amendment, agreed with Société Générale acting on its own behalf and as agent for the lenders, restructures the EUR 407 million facility to accommodate the successive changes of domicile. Criteo S.A. will cease to be a borrower once the conversion conditions are satisfied but remains bound as guarantor, while Criteo Technology SAS and Criteo Corp. continue as borrowers. The successor U.S. entity will have the option to accede as a borrower following the second redomiciliation. The amendment also brought forward the timeline for the first extension option, and Criteo concurrently delivered a request to extend the facility termination date by 364 days.

The amendment additionally conformed the credit agreement's definition of Adjusted Consolidated EBITDA to the definition used in the company's financial statements, and updated the definition of "Women in Tech" used in the facility's sustainability-linked provisions.

What the AI business is doing, and what it is not doing yet

The most striking number in today's materials is one that does not appear in the guidance model at all.

Criteo became the first advertising technology partner in OpenAI's ChatGPT advertising pilot on March 2, 2026. The number of brands running campaigns through that integration has now passed 2,000, more than double the 1,000 disclosed at the end of April. Komasinski described it as both the company's fastest growing partnership and its fastest growing channel.

Yet Glickman stated plainly that the 2026 outlook "does not assume meaningful contributions from OpenAI or our broader agentic AI initiatives," with those capabilities expected to become a meaningful growth driver beginning in 2027. Investors reading the guidance are therefore being asked to price a channel that is growing fast and contributing little, at least on the timeline the company is willing to commit to publicly.

The performance data Criteo disclosed for the channel is specific. Traffic originating from ChatGPT converts at approximately 1.5 to two times the rate of traditional referral traffic. Roughly 80% of paid traffic arriving through the integration is new to the brand. That second figure is the one that supports the incrementality argument: if four in five clicks come from customers a brand has not previously reached, the channel is additive rather than cannibalistic.

The geographic footprint now covers seven countries, with Mexico and Brazil named as planned launches. Japan and South Korea were the most recent additions. Criteo has also integrated the ChatGPT inventory directly into Criteo GO, allowing advertisers to activate the channel alongside display, social and other inventory through a single self-service interface. That integration was disclosed in June, when Criteo reported hitting 2,000 brands on ChatGPT ads with Prompt Smart Ads showing a fourfold spend lift.

Two further developments extend the AI positioning beyond the OpenAI relationship itself.

With Metro Canada, Criteo says it became the first to bring AI-enriched retailer product catalogues into ChatGPT, which the company frames as a new demand source for brands and a new monetization route for retailers. And Albertsonsbecame the first retailer to launch sponsored recommendations inside its own AI shopping assistant using Criteo technology, extending a partnership that dates to January 2024 when Criteo was named to power retail media for Albertsons Media Collective. At an industry panel in Sydney shortly before these results, a Criteo executive tied that deployment to an increase in basket size, though no percentage or baseline was attached to the claim during the session.

Komasinski also singled out OpenAI's Custom Audiences capability as reinforcing a Criteo differentiator, arguing that commerce audiences built on years of investment in commerce data and identity are difficult to replicate. OpenAI has been building that targeting layer at pace: custom audience uploads appeared in a gated rollout in May 2026, and the platform subsequently imposed a floor of 25,000 matched users before an audience can be targeted.

The infrastructure underneath these integrations is a Model Context Protocol server. Criteo says major agency holding companies have integrated it into their workflows, enabling planners to build and activate campaigns using natural language. The company's earlier work in this area included an Agentic Commerce Recommendation Service, launched in February 2026, which outperformed text-based approaches by 60% in internal testing by grounding recommendations in transaction data rather than product descriptions.

Criteo GO and the self-service thesis

The self-service platform Criteo opened to all advertisers on March 31, 2026, promising campaign launch in as few as five clicks produced its first full quarter of adoption data.

More than half of Criteo's small clients globally have now adopted GO, described by Komasinski as faster than the company anticipated. One in two campaigns from small clients globally now runs through the platform. Account creation in June was approximately three times higher than during the initial months following launch, which the company reads as evidence that awareness is compounding, though it acknowledged that new client acquisition remains early.

Close to 80% of GO revenue in the United States is already cross-channel, meaning advertisers are managing display, social, video and AI platform inventory through one interface rather than through separate point solutions. That statistic is the closest thing Criteo has to proof that the platform consolidation thesis holds commercially rather than just architecturally.

During the quarter Criteo added Discovery audiences to GO, extending the platform from lower-funnel retargeting into earlier stages of the shopping journey. The company cited a single named client result: Agape Diamonds combined AI-powered customer acquisition with performance campaigns across the open web and social channels, increasing return on ad spend and conversion rate by 20% and average cart value by 13%. One client case does not establish a pattern, and Criteo did not disclose campaign duration, spend level or baseline.

Momentum across social and OpenAI channels caused those two to nearly double their share of Commerce Growth campaigns compared with the first quarter.

Commercial execution metrics

Criteo disclosed a set of leading indicators intended to support the argument that its sales rebuild is working even while revenue declines.

Qualified pipeline has grown approximately 30% compared with a year ago, with a broader mix of clients and verticals. New business revenue in the United States grew 24% year over year during the second quarter. Agencies now represent approximately 55% of pipeline, up from about 35% a year ago, and a third of total media spend was activated through agencies during the quarter.

Client retention remains close to 90%. Half of Commerce Growth clients use more than one Criteo solution. Total client count was 16,752, down 2% year over year but up 1% sequentially, the first quarterly increase in the series Criteo publishes. Headcount stood at 3,543, down 2% year over year and flat sequentially.

Komasinski attributed the pipeline improvement to leadership changes that strengthened sales discipline, pipeline management and client engagement, while conceding that such efforts take time to translate into revenue.

Product roadmap in retail media

Beyond the supply additions, Criteo detailed three product movements in the Retail Media segment.

Commerce Max, the demand-side platform, now extends beyond Criteo-managed campaigns to include retailer-sold campaigns, giving brands a single platform to activate, optimise and measure across retail environments. Several leading grocery retailers are already participating. The change addresses a persistent fragmentation problem for advertisers who must otherwise transact separately with each retailer's in-house sales team.

Conquesting, which allows brands to reach shoppers considering competing products, is driving incremental budgets across multiple retailers, according to the company.

Page Intelligence, which Criteo describes as an AI-driven orchestration layer that optimises merchandising, monetization and shopper experience together rather than independently, secured its first retailer launch during the quarter with one of Criteo's largest retail partners. The company did not name the retailer.

Criteo was also named a Leader in the QKS Group SPARK Matrix for Retail Media Network and Monetization Platform for the second quarter of 2026, its highest placement in that assessment.

How the two segments are constructed

The segment definitions published in the appendix explain a peculiarity that recurs throughout Criteo's reporting and confuses comparison with other advertising technology companies.

Traffic acquisition cost, the money Criteo pays to media owners for inventory, totalled $172.5 million in the quarter, down 9% year over year. Almost none of it sits in Retail Media. That segment carried traffic acquisition cost of just $0.7 million against $171.8 million in Performance Media. The consequence is that Retail Media revenue and Retail Media Contribution ex-TAC are nearly identical numbers: $47.9 million and $47.2 million respectively this quarter. Performance Media, by contrast, converts $380.1 million of revenue into $208.3 million of Contribution ex-TAC, because it buys inventory across the open web and resells it.

This is why revenue is a poor guide to Criteo's economics and why the company directs attention to Contribution ex-TAC. A dollar of Retail Media revenue and a dollar of Performance Media revenue are not comparable units. It also explains why a Retail Media client scope change of $21 million lands with disproportionate force: that revenue arrives with almost no cost of goods attached to it.

From a product perspective, Retail Media revenue derives from Commerce Max, the demand-side platform through which brands and agencies buy; Commerce Yield, the retailer monetization suite; and additional monetization through the Commerce Grid supply-side platform. Performance Media covers commerce activation through Commerce Growth and GO, monetization through Commerce Grid, and the AdTech Services capabilities that grew 19% at constant currency this quarter while the rest of the segment contracted.

Sequentially, the picture is less severe than the year-over-year comparison implies. Contribution ex-TAC rose 2% from $250.4 million in the first quarter. Retail Media Contribution ex-TAC rose 16% from $40.6 million, reflecting the smaller headwind in the second quarter and underlying growth in the rest of the base. Performance Media fell 1% from $209.8 million. Revenue rose 1% sequentially. Adjusted EBITDA rose from $64.9 million in the first quarter to $73.3 million.

The data foundation Criteo is selling

The commerce intelligence positioning rests on a set of scale figures that Criteo restated in the investor presentation.

The company reports more than $1 trillion in annual ecommerce transactions across its customer base, approximately 5 billion product SKUs, and 3,700 product categories. Reach is stated as approximately 740 million daily active users across the open internet, and more than 3 billion daily active users across all channels including social. Criteo says it serves approximately 2 trillion ads per year, works with approximately 75% of the top 100 comScore publishers in its largest markets, and generated approximately $39 billion of commerce outcomes for clients. Roughly 1,200 employees work in research and development and product, out of the 3,543 total headcount. Annual media spend across the platform is $4.5 billion on a trailing twelve-month basis.

These are the inputs to the argument Komasinski made about durability. "We bring rich commerce audiences built on years of investment in commerce data and identity, enabling advertisers to activate AI campaigns with a level of relevance and scale that is difficult to replicate," he said of the Custom Audiences capability. Whether commerce data of that scale constitutes a defensible position in AI advertising is the open question the 2027 guidance will eventually answer.

The Model Context Protocol implementation is the technical route by which that data reaches agent environments. The architecture exposes three categories to connecting systems: resources, meaning context and data for the user or the AI model to consume; prompts, meaning templated messages and workflows; and tools, meaning functions the model can execute, including audience creation, insights, campaign creation, troubleshooting and recommendations. Criteo positions the same server for shopper-facing agents, retailer and publisher shopping assistants, agency custom agents and enterprise agents, with a product recommendation API sitting alongside the standard marketing APIs for reporting, campaign creation, creatives and catalogue management.

Alongside the retailer-side work, Criteo introduced an AI-powered conversational ad format for the open web, which converts standard display placements into guided shopping interactions. Komasinski described the mechanism as engaging consumers earlier in the discovery journey while generating richer intent signals that improve relevance over time. No adoption metrics were attached to the format in today's materials.

Why this matters for the marketing community

The Criteo quarter is a data point about concentration risk that applies well beyond a single vendor's income statement.

The most instructive number in the release is the pair 84% and 113%. Same-retailer Contribution ex-TAC retention was 84% including the largest retailer, and 113% excluding it. One relationship moved a retention metric by 29 percentage points. For any brand, agency or retailer assessing dependence on a single partner, that is a quantified illustration of what happens when the largest counterparty changes its mind about a service layer. The two clients at issue did not leave Criteo; they moved from managed services toward self-service technology, keeping the platform and dropping the humans. That distinction is the entire $75 million.

The same dynamic explains the divergence between media spend and revenue that runs through the whole release. Criteo's media spend grew 9% at constant currency while Contribution ex-TAC fell 12%. The volume of advertising flowing through the platform expanded; the revenue Criteo captures per unit of that volume contracted, because the mix shifted toward arrangements where Criteo supplies technology rather than service. For media buyers, that is a directional signal about where retail media pricing is heading. For retail media networks weighing whether to insource, it is evidence that the insourcing decision is being made and that the economics of it are visible in a public company's segment reporting.

The second signal concerns the AI advertising channel specifically. Criteo has more distribution inside ChatGPT than any other ad tech company, with more than 2,000 brands live across seven countries, and the conversion data it reports is favourable. Yet the company excluded any meaningful contribution from that channel in its own 2026 forecast. For advertisers evaluating conversational AI inventory, that exclusion carries weight: it is the most conservative possible statement from the partner with the most to gain from optimism, and it suggests that the gap between activity and revenue in AI advertising remains wide even for participants at the front of the queue.

That reading is consistent with how quickly the surrounding infrastructure is still changing. The ChatGPT advertising pilot has added self-serve access, cost-per-click bidding, a Conversions API, custom audiences, daily budgets, geo-targeting and conversion optimisation in the space of a few months, with daily budgets, geo-targeting and dynamic call-to-action tests arriving in a single May release. Channels that are still assembling their measurement stack rarely produce forecastable revenue for their partners.

The third signal is about self-service economics in performance media generally. More than half of Criteo's small clients now run through GO, and the company says the shift is lowering its cost to serve while raising productivity. That is the same structural bet Google made with Performance Max and that most large platforms have made in some form. The relevant question for advertisers is not whether automation arrives but what it costs in control. Close to 80% of GO revenue in the United States being cross-channel suggests advertisers are accepting the consolidation, at least at the smaller end of the market where dedicated programmatic expertise is rare.

Finally, the corporate restructuring is worth watching for reasons unrelated to advertising products. Criteo has moved its domicile once and intends to move it again within six months, has cancelled 4.5 million treasury shares under a legal regime that permits what French law did not, has restructured its credit facility to accommodate both moves, and is doing all of this while an unsolicited private equity approach sits unresolved in the background. The takeover bid landed in an ad tech industry already in flux, and tested private equity's appetite for the sector at a moment when Google's grip on search was itself under scrutiny. Retailers and brands with multi-year contracts on Criteo platforms have a legitimate interest in where ownership settles.

A year ago, Criteo raised its guidance on the back of second quarter retail media growth, reporting revenue of $483 million. The comparison is not a judgement about strategy. It is a reminder of how quickly a single client decision can rewrite a forecast when revenue concentration is high and the service layer is the part being removed.

Timeline

Summary

Who: Criteo S.A., listed on Nasdaq under CRTO and now domiciled in Luxembourg, reported by Chief Executive Officer Michael Komasinski and Chief Financial Officer Sarah Glickman. Connor McGogney, currently Chief Strategy Officer, becomes Chief Financial Officer. Chief Product Officer Todd Parsons joined the question and answer session. The company serves 16,752 clients and employs 3,543 people.

What: Second quarter 2026 revenue of $428 million, down 11% year over year and 11% at constant currency. Contribution ex-TAC of $255 million, down 13% as reported and 12% at constant currency, missing the guidance midpoint by approximately $7 million. Adjusted EBITDA of $73 million, down 18%, at a 29% margin. Net income of $12 million, down 49%, with diluted earnings per share of $0.22. Media spend of $1.1 billion, up 9% at constant currency. Full-year Contribution ex-TAC guidance cut to a decline of 10% to 12% at constant currency, with Adjusted EBITDA margin of approximately 30%. Third quarter guidance of $237 million to $241 million in Contribution ex-TAC and $54 million to $58 million in Adjusted EBITDA. A leadership change in the finance organisation, effective August 10, 2026.

When: Results were published on August 5, 2026, covering the three months ended June 30, 2026, with the earnings call held the same morning at 8:00 AM Eastern time. The CFO succession takes effect August 10, 2026, with Glickman advising until September 30, 2026. The Luxembourg redomiciliation completed July 29, 2026. The transfer of legal domicile to the United States is expected in January 2027.

Where: Criteo operates in more than 100 markets. Second quarter revenue split $176.0 million in the Americas, $171.3 million in EMEA and $80.7 million in APAC. Retail media supply additions covered Canada, EMEA and APAC. The ChatGPT advertising integration is live across seven countries with Mexico and Brazil planned. The company's registered office is in Luxembourg and McGogney remains based in New York.

Why: Two forces produced the result. Previously communicated scope reductions from two Retail Media clients removed $21 million of Contribution ex-TAC in the quarter, part of a $75 million full-year impact that is scheduled to diminish sharply after the third quarter. Separately, several large enterprise Performance Media clients reduced budgets more than Criteo had modelled, in a demand environment where fashion media spend fell 21% and travel moderated. The revised guidance extrapolates current spending levels forward with no assumed recovery, which the company describes as a prudent and achievable baseline. Growth investments in agentic AI continue, but the 2026 forecast assumes no meaningful revenue contribution from the OpenAI partnership or related initiatives until 2027.