Criteo S.A. American Depositary Shares

Item 1A. Risk Factors.

You should carefully consider the risks described under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024. These risks  and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks maand in our Quarterialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. The following risk factor is provided to update the risk factors previously disclosed under the heading "Risk Factors" in our Annual Rly Report on Form 10-KQ for the year ended December 31, 2024 filed with the SEC on Febrquary 28, 2025. Except as presented below, there have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December ter ended March 31, 2024.

Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers5. These risks and retailer partners, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.

Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners, retailers and third parties, and data from our own operating history. Using cookies and other tracking technologies, such as hashed emails, hashed customer log-ins, hashed mobile phuncertainties are not the only one numbers or mobile advertising identifiers, s we collect information about the interactions of users with our clients and publisher and retailer partners digital properties (including, for example, information about the placement of advertisementface. Additional risks and users shopping or other interactions with our clients websites or advertisements). Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties (such as clients, supply sources and publisher and retailer partners, who may also compete with us for advertising spend and inventory), web browser developers or other software developers, changes in technology, including changes in web browser technology, increased visibility of consent or do not track mechanisms or ad-blocking software, the emergence of new opt-out signals such as Global Privacy Control and Global Privacy Platform, and new developments in, or new interpretations of, laws, regulations and industry standards. These types of restrictions could ncertainties that we are unaware of, or that we currently believe are not materially impair the results of our operations.

Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or could implement changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences. Today, several major web browsers block third-party cookies by default. Internet users can also delete cookies from their computers and mobile devices a, also may become important factors that any time. After proposing in 2024 an updated framework to collecffect user choice regarding use of cookies across web browsing in Chrome, Google announced in April 2025 its decision to maintain its current approach to offering users third-party cookie choice in Chrome, and will not be rolling out a new standalone prompt for third-party cookies. Google controls more than 65% of the browser market and has an even more dominant position in the digital advertising market. Google and other web browser developers have significant resources at their disposal and command substantial market share, and any negative user choice or other restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers.

Although through continued innovation our business is relying less on third-party signals and more on first-party data-based and other identifiers, if we are blocked or restricted from collecting information on consumer preferences and serving person. If any such risks materialized advertisements to a significant portion of internet users, our business could suffer and our results of operations could be harmed.

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Similarly, Internet users are increasingly able to download free or paid ad-blocking software, including on mobile devices, which prevent third-party cookies from being stored on a users computer and block advertisements from being displayed to such user. In addition, Google has introduced ad blocking software in its Chrome browser that blocks certaifinancial condition ads based on quality standards established under a multi-stakeholder coalition. If such a feature inadvertently or mistakenly blocks ads that are not within the established blocking standards, or if such capabilities become widely adopted and the advertising technology industry does not collaboratively develop alternative technologies, our business nd results of operations could be harmed. The Interactive Advertising Bureau and Digital Advertising Alliance have also developed frameworks that allow users to opt out of the sale of their personal information under the CCPA, in ways that stop or severely limit the ability to show targetematerially harmed ads.

In addition, web browsers that explicitly do not allow the tracking of data may be grownd the trading in popularity. If a significant numberprice of web browser users switch to advertising-free services or platforms, our business could be materially impacted.

For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier and therefore restrict or prevent targeted advertising. These identifiers and privacy controls are defour American Depositary Shares could declined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For example, Apple requires user opt-in before permitting access to Apples unique identifier, or IDFA. This shift from enabling user opt-out to an opt-in requirement has had, and is likely to continue to have, a substantial impact on the mobile advertising ecosystem and could harm our growth in this channel.

User privacy features of other channels of programmatic advertising, such as Connected TV or over-the-top video, are still developing. Technical or policy changes, including regula. These risks are not exclusive and addition or industry self-regulation, could harm our growth in those channels.

The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key element of the Criteo Commerce Media Platform. If too few of our clients provide us with the permission to share their data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished, which could impact the performance of our products and materially impact our business.

In addition, our ability to collect and use data may be restricted or prevented by other factors, including:

failure of our, or our clients, network, hardware, or softwal risks and uncertainties that we are systems;

our inability to grow our client and publisher base in new industry verticals and geographic markets to obtain the critical mass of data necessary funaware of, or Criteo AI Engine to perform optimally;

malicious traffic (such as non-human traffic) that introduces noise in the information that that we collect from clients and publishers and retailer partners; and

interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our reliance on external third-party providers for cloud computing services and data center hosting services, in a highly competitive market subject to close legal and regulatory scrutiny.

Any of the above-described limitations could also harm our business and adversely impact our future results of operations.

The market in which we participate is intensely competitiveurrently believe are not material, and we may not be able to compete successfully with our current or future market participants.

The market for digital advertising solutions, including specifically retail media, is highly lso may becompetitive and rapidly changing, as market participants develop new technologies and offer multiple new products and services aimed ae important facilitating and/or capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market, including large established companies, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability, including if competition increases pricing pressure.

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Certaintors that affect us. internet and technology companies may haThere have the power and capital to significantly change the very nature of the digital advertising marketplaces in ways that could matebeen no materially disadvantage us. Some of these companies could leverage their positions to make cha changes to their web browsers, mobile operating systems, platforms, exchanges, networks or other solutions or services that could be significantly harmful to our business and results of operations. Some of these companies also have significantly larger resources and capital than we do, and  Risk Factors described in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads, which they can use to their advantage. Furthermore, our competitors have invested substantial resources and capital in innovation, which could lead to technological advancements that change the competitive dynamics of our business in ways that we may not be able to predict.

In addition to competing our Annual Report on Form 10-K for advertising spend, we compete with many companies for advertising inventory, some of whom also operate their own advertising networks or exchanges from which we buy advertising inventory.

As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis. Some of the companies that we compete with, either for advertising spend or inventory, may also be our clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize such companies to cease to be our clients, reduce spend with us, or cease to provide us with access to their advertising inventory.

If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would be adversely affected.

Some large retailers, which could include our own clients, have and may continue to develop retail media advertising technologies in-house, and may move some or all of their demand to a direct sales model such that they would do some or all of their own sales. Competition could also hinder the success of new advertising solutions that we offer in the future.

If any of these risks were to materialize, or materialize quicker than we anticipate, our ability to compete effectively could be significantly compromised and our business, financial condition and results of operations could be materially harmed. Any of these developments would make it more difficult for us to sell our offerings and could result in increased pricing pressure, reduced fees and gross margins, increased sales and marketing expense and/or the loss of market share.

41the fiscal year ended December 31, 2024 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

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