On November 4, 2026, Criteo reported a third quarter in which its profits fell far faster than its sales. Revenue for the three months to September 30, 2026 declined 11% to $416 million from $470 million a year earlier, according to the company's results release, while net income dropped 85% to $6 million from $40 million. Diluted earnings per share came in at $0.11, against $0.70 in the third quarter of 2025.

The measure Criteo uses to steer the business, Contribution ex-TAC, fell 17% to $240 million, or 15% at constant currency. Adjusted EBITDA dropped 39% to $65 million, which took the adjusted EBITDA margin to 27% from 36%. Media spend running through Criteo's platforms rose 9% at constant currency to $1.2 billion. The company left its full-year forecast unchanged: a decline of 10% to 12% in Contribution ex-TAC at constant currency and an adjusted EBITDA margin of about 30%.

"This has been a challenging year for Criteo," chief executive Michael Komasinski told analysts on the earnings call, according to a transcript published by Investing.com. "Our performance is not yet where I want it to be, but the strength of our capabilities and the progress we're making give me confidence in our direction." Criteo shares fell 4.42% to $14.50 in premarket trading, according to Investing.com, close to the bottom of their 52-week range.

In Short

Criteo is a company that places ads for online shops and brands, and on November 4 it said it earned far less money in July, August and September than a year earlier, even though advertisers pushed more spending through its systems. That matters for the retailers, brands and agencies that work with Criteo, because the company is cutting costs, changing how its self-service tool signs up new clients, and betting on newer places to show ads, such as streaming TV and ChatGPT. Criteo kept its forecast for the year, which still has its main profit measure shrinking by 10% to 12% in 2026.

The quarter in numbers

The release went out from New York on the morning of November 4, and the call took place at 8:00 a.m. Eastern Time. Gross profit fell 19% to $208 million, and gross margin narrowed to 50% from 55%. Traffic acquisition costs, the money Criteo pays publishers and other media owners for ad space, fell only 3% to $176 million, so they consumed a larger share of revenue: 42.3%, against 38.7% a year earlier, on PPC Land's calculation from the release.

Income from operations dropped 59% to $21 million from $52 million. Below that line, taxes did unusual damage. Criteo booked a provision for income taxes of $15.9 million on pre-tax income of $22.0 million, an effective rate of about 72% on PPC Land's arithmetic, compared with about 22% a year earlier. Chief financial officer Connor McGogney said on the call that the provision included "a $6 million one-time tax impact associated with our redomiciliation." Without that charge, net income would still have fallen sharply.

The adjusted measures show the same direction with a smaller slope. Adjusted net income was $21 million, or $0.43 per diluted share, down from $70 million, or $1.31. Adjusted EBITDA of $64.5 million came in above the $54 million to $58 million range Criteo set when it cut its full-year outlook on August 5. Contribution ex-TAC of $240.4 million landed inside the $237 million to $241 million guided for the quarter, near the top.

McGogney attributed the EBITDA beat "primarily" to "lower hiring and a partial reversal of a previously accrued employee bonus expense based on year-to-date performance and our full-year outlook." That reversal will not recur. McGogney said the expected sequential rise in fourth-quarter costs reflects normal seasonality and "the non-recurrence of the one-time reduction in the employee performance bonus accruals that benefited Q3."

Over nine months, the picture is a business roughly 12% smaller by its main profit measure. Contribution ex-TAC for January to September totalled $746 million, down from $845 million. Net income for the period was $26 million, against $103 million.

Where the decline came from

Criteo reports two segments. Both shrank, for different reasons.

Performance Media

Performance Media, the larger segment, includes Commerce Growth, the platform through which Criteo runs advertisers' campaigns. Revenue fell 9% to $365 million, and Contribution ex-TAC fell 15% to $189 million, or 13% at constant currency. According to the release, the decline was "primarily reflecting soft performance in Commerce Growth."

On the call, McGogney gave the cause behind that wording. "As expected, budgets from several large enterprise clients were lower year-over-year, while our broader performance media client base remained more resilient," he said. "During Q3, spending from these large clients stabilized compared with Q2, and the year-over-year decline in overall Commerce Growth media spend moderated." Komasinski described the problem in plainer terms when asked about it by Ygal Arounian of Wedbush: the task was "stabilizing the leaky bucket with the large clients."

The quarterly figures in the release show how the segment's trend has moved through 2026. On PPC Land's calculation, Performance Media Contribution ex-TAC grew 2% in the first quarter, fell 10% in the second and fell 15% in the third. From the second quarter to the third, it dropped 9.1%; over the same months of 2025 the seasonal dip was 4.4%. Spending from large clients may have stopped falling, but the segment's Contribution ex-TAC had not.

A second shift sits inside the same numbers. Traffic acquisition costs absorbed 48.0% of Performance Media revenue in the third quarter, compared with 44.9% a year earlier and 45.2% in the second quarter of 2026, according to PPC Land's arithmetic from the segment tables. Put differently, Criteo kept roughly 52 cents of each Performance Media revenue dollar, down from about 55 cents. That narrower take rate is not explained in the release or in the call.

Geography and categories added detail. "Across regions, the U.S. remains our most challenged market, while trends in EMEA and APAC were comparatively stronger," McGogney said. Revenue from the Americas fell 14% to $174 million; EMEA fell 9% to $159 million and Asia-Pacific fell 11% to $83 million. By vertical, "travel decelerated following several years of strong growth," he said, while retail remained soft "particularly in discretionary categories such as fashion, where spending declined 14%."

When James Sherman-Lewis of Citi asked what had happened through October, McGogney gave a cautious answer. "We are not necessarily seeing a bounce back in growth," he said. "What we are really seeing is no further deterioration in really the large client and core performance media business." He added: "right now, we're still seeing a pretty muted business in Q3, and we're taking a cautious outlook for the rest of the year."

Retail Media

Retail Media revenue fell 23% to $52 million, and Contribution ex-TAC fell 23% to $51 million. Criteo attributed this to "a $20 million headwind from previously communicated scope changes with two specific Retail Media clients, partially offset by solid growth across the broader retail partner base."

The scope changes date back to May 2025, when Criteo disclosed that its largest Retail Media client would discontinue managed services and curtail brand demand sales services, and put the impact at approximately $75 million for the first ten months of 2026. Criteo now attributes the headwind to two clients. On the call, McGogney put the full-year effect at "approximately $75 million," with about $7 million still to come in the fourth quarter. On PPC Land's arithmetic, that leaves roughly $48 million absorbed in the first half.

Excluding the two clients, Retail Media Contribution ex-TAC "grew a healthy 10%," McGogney said, and media spend in the segment rose 22%. The number of brands on the platform reached about 4,700. The third quarter was the segment's best of 2026 in absolute terms: Contribution ex-TAC rose 8% from the second quarter, after falling to $40.6 million in the first quarter.

Richard Kramer of Arete Research pointed out that underlying growth had slowed from 20% in the second quarter to 10%. Komasinski acknowledged that "certainly the market is maturing and changing." McGogney cited tougher comparisons with "some very large retailer launches in Q3 of last year," delays at "some larger retailers" that pushed auction-based display launches into 2027, and "a modestly slower start in October related to some retail media clients, which we expect to still pick up in the back part of the quarter."

Clients, people and costs

The supplemental table in the release lists 16,703 clients at the end of September, down 2% from a year earlier and the lowest of the nine quarters shown, which start in the third quarter of 2024. Headcount fell 4% to 3,504, exactly where it stood two years earlier.

Operating expenses dropped 9% to $187 million. Research and development fell 15% to $57 million and general and administrative costs fell 16% to $42 million, while sales and operations held flat at $87 million. Non-GAAP operating expenses fell 3% to $153 million, which Criteo attributed to lower headcount and lower employee bonus accruals. Equity-related compensation fell 39% to $9 million. In research and development, that line was a credit of $1.3 million, against a $5.9 million expense a year earlier; the release does not explain the reversal.

Restructuring is running at a higher rate this year. Restructuring, integration and transformation costs reached $25.5 million in the first nine months of 2026, compared with $9.3 million a year earlier, according to the reconciliation tables. McGogney signalled more to come. "We are also taking a proactive look at our cost structure and operating model to sharpen resource allocation and position the business for stronger profitability," he said.

Cash, capital spending and buybacks

Operating cash flow was $57 million in the quarter, down from $90 million. Free cash flow fell to $21 million from $67 million. For the first nine months, free cash flow was slightly negative at minus $0.4 million, against $76 million a year earlier, largely because capital spending rose. Criteo spent $127 million on intangible assets, property and equipment in the nine months, up from $75 million, and McGogney put the full-year figure at "approximately $180 million," including data center renewals. That implies about $53 million in the fourth quarter, on PPC Land's calculation. On a trailing 12-month basis, free cash flow stood at $134 million.

Cash and cash equivalents were $275 million at the end of September. Including $51 million of marketable securities, Criteo held $326 million, a decrease of $63 million since the end of 2025. Total liquidity, including $462 million available under a revolving credit facility, was about $788 million. McGogney said the company had "no long-term debt."

Share repurchases slowed sharply. Criteo bought back $4 million of stock in the third quarter, bringing the nine-month total to $65 million, compared with $115 million in the first nine months of 2025. McGogney said $156 million remained under the authorisation at the end of September. Shares outstanding fell 6.6% over the year to 49.1 million.

Guidance: unchanged for the year, with softer retail media

For the fourth quarter, Criteo expects Contribution ex-TAC of $292 million to $298 million, a decline of 9% to 11% at constant currency, and adjusted EBITDA of $105 million to $111 million. Taken together with the nine-month results, that implies full-year 2026 Contribution ex-TAC of about $1,038 million to $1,044 million, down 11% to 12% on the $1,175 million reported for 2025, and adjusted EBITDA of $308 million to $314 million, a margin of roughly 30%.

That range has moved a long way during the year. Criteo began 2026 with guidance of flat to up 2% growth, as PPC Land traced on October 31, before two cuts left it at a decline of 10% to 12%. The November 4 release reiterated that figure rather than narrowing it.

The components, according to McGogney:

  • Performance Media Contribution ex-TAC to decline "in the high single digits at constant currency for the year."
  • Retail Media Contribution ex-TAC to decline "in the high teens to 20% at constant currency," including the roughly $75 million from the two clients. Excluding them, underlying growth "in the low teens."
  • Operating cash flow conversion from adjusted EBITDA to improve to about 85%, from 76% in 2025.
  • Free cash flow conversion of about 35% of adjusted EBITDA before non-recurring items.
  • An effective tax rate "in the high 30% range," reflecting lower pre-tax income and one-time costs tied to the redomiciliation.

Foreign exchange is now a larger drag than expected. Criteo said it expects currency movements to reduce fourth-quarter Contribution ex-TAC by up to $4 million, "approximately $2 million more of a headwind than we assumed in our prior guidance, primarily due to the euro weakening against the US dollar." The guidance assumes a dollar-euro rate of 0.87, a dollar-yen rate of 159, a dollar-sterling rate of 0.75, a dollar-won rate of 1,441 and a dollar-real rate of 5.16.

The sales changes do not appear in the forecast. "The leadership changes, stronger pipeline management, clearer commercial accountability, and better alignment of incentives are intended to improve performance, but we have not assumed an immediate benefit in our remaining 2026 outlook," McGogney said. Criteo gave no preliminary view of 2027, a point Kramer raised on the call.

What management said about newer channels

Much of the call was spent on the businesses Criteo hopes will offset the decline in its older ones. Komasinski said CTV, AI platforms and social media "now represent 13% of Commerce Growth campaigns, up from 6% a year ago." The release and the call gave campaign shares and growth rates for these channels, but no revenue figures.

ChatGPT Ads

Criteo became the first ad tech partner in OpenAI's ChatGPT advertising pilot in March 2026. According to the results release, the offering is now available in 89 countries, matching the total OpenAI reached when ads expanded to 26 more countries on October 21. "We were only in seven countries on the last quarterly earning call, and we're now live in 89 countries today," Komasinski said.

The client figure came with a qualifier. "For Criteo, we've had 3,600 clients on and off the platform," Komasinski said. "That sentence is telling, right? Because the on and off nature of that, clients will come on, they'll do a test and learn of some kind. They might go off while they evaluate those results, then they'll come back on, run a different test." Criteo reported more than 2,000 brands on ChatGPT ads in June, so the base of clients that have tried the channel through Criteo has grown, but the company did not say how many are running campaigns at any one time.

Spending remains small. "We continue to see interest in testing ChatGPT Ads, and average spend per client is increasing modestly," Komasinski said in prepared remarks. "This is still an early market, and spending has yet to scale." He gave one campaign example: a Turkish Airlines campaign using Criteo's Prompt Smart Ads, which tailor ad messages to what people ask in their conversations, "generated a 183% increase in site landings from ChatGPT Ads," and users exposed to the ads "spent 15% more time per visit." No baseline, period or budget was given for either figure.

On timing, Komasinski said: "We expect the contribution from ChatGPT Ads to build in 2027." He tied the pace to features OpenAI ships, naming custom audiences as one that "allows Criteo to use our commerce graph to help clients really fine-tune a high-fidelity audience." Asked by Tim Nollen of SSR whether OpenAI's growing list of other ad tech partners posed a conflict, he described them as "generally complementary," because "demand density creates a better auction."

CTV, social and apps

Criteo announced in a separate release the same morning that its Performance CTV product will reach Brazil and Mexico by the end of 2026 and Canada, the UK, France, Germany, Italy, Spain and Australia in 2027. On the call, Komasinski said: "we are on track to double our Q3 CTV run rate in Q4." Neither the results release nor the call disclosed the size of that run rate. He cited one unnamed "global travel platform" that "generated a 61 times return on ad spend while delivering 9% lower cost per acquisition compared to their display campaign serving to the same audience."

Alec Brondolo of Wells Fargo asked how Criteo would compete with retailers that own CTV assets, citing Walmart's purchase of Vibe.co and Amazon's work around Prime Video. Komasinski singled out Walmart, which agreed to buy the self-serve CTV platform in June. "The Walmart first-party graph, it is not as broad as the Criteo shopper graph," he said. "We see it across more categories. We have got broader integrations across a broader retailer base, so we just see more activity."

On social, Komasinski said Criteo saw "approximately 20% growth in both media spend and the number of campaigns on social compared to a year ago." He also pointed to apps as an opening within existing accounts. "Advertisers combining app and web generate approximately twice the sales at a similar return on ad spend compared with web alone," he said, adding that many web clients "have yet to activate app campaigns with Criteo."

Self-service and agencies

Criteo's self-service platform, GO, is being reshaped seven months after it opened to all advertisers with self-registration. Komasinski said GO "now serves approximately a third of Commerce Growth customers and represents about 10% of Commerce Growth revenue," and that more than half of Criteo's small clients globally use GO campaigns. But the sign-up route is changing. "Our marketing has generated strong interest in GO, including hundreds of thousands of visits to GO pages, and activation is higher when our teams help clients get started," he said. "We're phasing out standalone self-registration while using agentic tools to automate key onboarding steps and help clients get started more easily." No date was given for the change.

Agencies are testing Criteo through the Model Context Protocol, a standard for connecting AI tools to outside software. "All major agency holding companies are currently testing our Model Context Protocol, or MCP, which connects their AI tools with Criteo solutions and enables planners to build and activate campaigns using natural language," Komasinski said. In Performance Media, testing covers reporting, audience creation and "selected campaign operations"; in Retail Media, Criteo currently provides retailer insights and reporting through MCP, "with activation coming soon." He said spend through agencies had increased 5% year to date, "ahead of direct client trends."

On new business, Komasinski said open opportunities in the pipeline were up 72% year over year, with agencies representing more than half, and spend from new business grew 13% in the quarter. "We expect these new clients to begin ramping in Q4 and reach full run rate in the first half of 2027," he said. Explaining the delay, he told analysts: "There are data integrations that have to be set up. We have to get our bidder tuned to their campaign objectives. So it can take a couple of months to start to really scale budgets."

Retail media formats and AI assistants

Auction-based display, which Criteo launched in June 2025, is now live with more than 95 retailers, "twice the number at the start of the year," Komasinski said. Auctions account for more than half of on-site display, and Criteo is "on track to grow display spend by close to 50% this year."

Criteo is also selling sponsored placements inside retailers' own AI assistants. "Following our initial launch with Albertsons, we are working to bring sponsored recommendations to additional retailer AI assistants, including THG Ingenuity in the U.K.," Komasinski said. A separate product, Page Intelligence, combines merchandising, advertising and shopper engagement in one optimisation system and is being tested "with one of our largest retail partners."

Komasinski said four of Criteo's largest retail partners had "recently renewed their agreements for multiple years," and that Douglas, flaconi and Metro were preparing to expand with Criteo into more markets. The release names new partners Notino in EMEA, El Puerto de Liverpool in Mexico, ONIGO in Japan, Adore Beauty in Australia and PayU in India.

Arounian put the bigger question directly: whether AI shopping agents could disintermediate retail media. Komasinski rejected the premise. "Right now, the horizontal agents, whether that is platforms like ChatGPT or new platforms like Muse, are really serving discovery use cases," he said, referring among others to Meta's shopping assistant. "But ultimately, they are then transitioning to vertical agents, which are retailer-owned, to complete that basket building, complete that evaluation, and ultimately to transact." He called retailer assistants "a new surface for retail media, where it can actually grow, not shrink."

Safari, AI Overviews and the open web

Two questions dealt with threats to Criteo's original business of buying display ads on publisher sites. Justin Patterson of KeyBanc asked about Apple's iOS 27, noting that the upgrade cycle was still early. Safari 27, as PPC Land reported in July, adds network-level blocking of connections to known ad tracking servers. "Just to be clear, we are not currently seeing any direct impact to our ad serving capabilities from Apple's latest changes in 27," Komasinski said, crediting "our longstanding investment in privacy-safe technology and durable addressability, some of which was built during the Privacy Sandbox days a few years ago." He added: "if something were to happen, I believe we are much more diversified and ready for those types of changes."

Brondolo asked whether Google's acceleration of AI Overviews and AI Mode had hurt the open web supply Criteo buys. Publishers have reported heavy traffic losses to the feature this year. "On open web, as we have talked about before, you do see some pressure on lower-intent traffic and on long-tail publishers," Komasinski said. "But engagement from high-intent users on high-quality pubs is still really strong." He did not quantify any effect on the quarter.

How the market read it

Investing.com, which says its article was generated with the support of AI and reviewed by an editor, reported that Criteo shares fell 4.42% in premarket trading to $14.50, down $0.67 from the previous close of $15.17, against a 52-week range of $13.95 to $25.29. It put the market capitalisation at $743 million. On that basis, Criteo's $326 million of cash and marketable securities equalled about 44% of its market value, on PPC Land's calculation.

According to Investing.com, adjusted diluted earnings per share of $0.43 compared with a forecast of $0.5751, roughly 25.2% below expectations. Its revenue comparison was less clear: Investing.com listed a forecast of $239.29 million against reported revenue of $416 million and said the two figures "appear to reflect different reporting bases." The $239.29 million sits inside Criteo's own guidance range for third-quarter Contribution ex-TAC, which suggests it was an estimate of that measure rather than of revenue. Against it, Criteo's reported $240.4 million was marginally higher.

Investing.com's summary also says Criteo reported that "third-quarter revenue rose to $416 million" and lists revenue as "up from the prior year period on a reported basis." Criteo's release reports the opposite: an 11% decline from $470 million. Investing.com lists a free cash flow yield of 24%; dividing Criteo's trailing 12-month free cash flow of $134 million by the $743 million market capitalisation gives about 18%, so Investing.com's figure appears to rest on a different cash flow measure, which it does not specify.

Leadership, domicile and what was not said

The call was McGogney's first as chief financial officer. He took the role on August 10 after eight years at the company, most recently as chief strategy officer. "My focus as CFO is to bring financial discipline to our execution, improve efficiency, and ensure our investments and capital allocation support sustainable growth and shareholder value," he said. He set three priorities: more predictable performance, better efficiency and operating leverage, and capital allocation tied to shareholder value. On acquisitions, he said Criteo "will also continue to evaluate acquisitions, but as always, the bar will be very high."

Komasinski, who was named chief executive in January 2025, said Criteo had "made changes in sales leadership," and that the product organisation "remains focused on delivering our roadmap and meeting client needs through the recent leadership transition." Neither he nor the release named the people involved. The release separately announced the appointment of Jianchang "JC" Mao, a former Google and Microsoft executive, to the board as an independent director.

The move of Criteo's legal home to the United States remains on schedule. After leaving France for Luxembourg in July, the company expects to complete its transfer to the US on January 1, 2027, subject to shareholder approval and other customary conditions. Komasinski said the move would "create the potential for inclusion in certain U.S. indices, which could broaden our access to investors." The release's risk factors also refer to the planned listing on the New York Stock Exchange after the merger.

One subject did not come up. Reuters reported in July that Vista Equity Partners and Quinti Capital had offered a premium of more than 50% for Criteo. Neither the results release nor the call transcript mentions the report, and no analyst asked about it.

Why this matters for marketers

For advertisers, the quarter shows a company whose traditional buyers, large enterprise retailers and fashion and travel brands, are spending less through it, while the share of each budget Criteo keeps has narrowed. The channels Criteo is building to replace that business, CTV, ChatGPT ads and social, still account for a minority of Commerce Growth campaigns, and Criteo has not disclosed their revenue. Its own forecast assumes no benefit from its sales changes before 2027.

Two operational shifts affect how buyers reach Criteo. Smaller advertisers will no longer be able to sign up for GO on their own once standalone self-registration is phased out, a reversal of the open sign-up launched in March. Agencies, meanwhile, are testing Criteo through MCP connections inside their own AI tools, with retail media activation still to come.

For retailers, the call offered evidence that Criteo's retail media network is holding its partners, with four large multi-year renewals, more than 95 retailers on auction-based display, and sponsored recommendations moving into retailer AI assistants. It also showed that growth in the underlying business halved between the second and third quarters, and that some larger display launches have slipped into 2027.

For the wider open web, Criteo's answer on AI Overviews is notable for what it concedes: pressure on lower-intent traffic and long-tail publishers, the part of the supply chain most exposed to falling search referrals. Whether the higher-intent inventory it says remains strong is enough to sustain a retargeting business of Criteo's size is the question the next two quarters will test.

Timeline

Summary

Who: Criteo, the Nasdaq-listed commerce advertising company, led by chief executive Michael Komasinski and chief financial officer Connor McGogney, with questions from analysts at Wedbush, Citi, SSR, KeyBanc, Wells Fargo and Arete Research.

What: Third-quarter revenue fell 11% to $416 million, Contribution ex-TAC fell 17% to $240 million, adjusted EBITDA fell 39% to $65 million and net income dropped 85% to $6 million, partly because of a $6 million one-time tax charge tied to the company's move to the US. Large enterprise clients, fashion and travel weighed on Performance Media, and two client scope changes cost Retail Media $20 million. Criteo kept its full-year forecast, said it is phasing out standalone self-registration for GO, and reported 3,600 clients that have used ChatGPT ads through it on and off.

When: Results and the earnings call came on November 4, 2026, covering the quarter ended September 30. Fourth-quarter guidance covers the period to December 31, and the US redomiciliation is expected on January 1, 2027.

Where: The US was Criteo's weakest market, with Americas revenue down 14%, while EMEA and Asia-Pacific fell 9% and 11%. ChatGPT ads are available through Criteo in 89 countries.

Why: Criteo is trying to replace spending lost from large clients and retail media contracts with CTV, ChatGPT ads, social, apps and new retail media formats. Its forecast assumes no improvement from its sales changes this year, and the newer channels remain a minority of its campaigns, with no revenue disclosed.