The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q ("Form 10-Q") and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC"), on February 26, 2026. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, particularly in Part II, Item 1A, "Risk Factors." To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation". We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business. As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this document to the most directly comparable measures under GAAP. Overview We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Intelligence Platform. We operate in digital advertising, leveraging commerce data and AI to connect ecommerce, digital marketing and media monetization to reach consumers throughout their entire shopping journey. Our vision is to be the leading global commerce intelligence platform that connects the commerce ecosystem and uses AI to power full-funnel, cross-channel advertising and agentic commerce experiences. We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions. We report our financial results based on two reportable segments: Retail Media and Performance Media. –Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services. –Performance Media: This segment encompasses our targeting capabilities and supply and AdTech services. 25 Current quarter financial highlights For the three months ended June 30, 2026, revenue decreased by (11)% to $428.0 million, compared to the same period in the prior year, due to decreases in Performance Media reflecting soft performance in Commerce Growth, and Retail Media reflecting the headwind from previously communicated scope changes with two clients. At constant currency, revenue decreased by (11)%. Gross profit for the three months ended June 30, 2026 decreased by (14)% to $222.2 million, compared to the same period in the prior year, primarily due to lower revenue in Retail Media and in Performance Media. Contribution ex-TAC for the three months ended June 30, 2026 decreased by (13)% to $255.5 million, compared to the same period in the prior year, due to decreases in Performance Media and Retail Media. At constant currency, Contribution ex-TAC decreased by (12)%. Net income for the three months ended June 30, 2026 decreased by (49)% to $11.8 million, primarily driven by lower gross profit due to lower revenue, partially offset by lower operating expenses, mainly reflecting disciplined resource allocation, productivity gains and the non-recurrence of a company-wide event held in the previous year, partially offset by planned growth investments. Adjusted EBITDA for the three months ended June 30, 2026 decreased by (18)% to $73.3 million, compared to the same period in the prior year, primarily due to lower revenue and lower Contribution ex-TAC due to softness in Performance Media and the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments, partially offset by lower than expected bad debt expense and lower than expected employee costs. Cash flows from operating activities was $20.3 million for the three months ended June 30, 2026, compared to $(1.4) million in the same period in the prior year. This increase primarily reflects a lower use of net working capital compared to the same period in the prior year, partially offset by lower net income. Trends, Opportunities and Challenges We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part II, Item 1A of this Form 10-Q. Develop and Scale our Commerce Intelligence Platform Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our platform. We believe that we are in a leading position in the Commerce Intelligence space as we have unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and an R&D powerhouse. By unifying the Commerce ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share. Business and Macroeconomic Conditions During 2026, geopolitical conditions and macroeconomic disruption have been increasingly volatile. In particular, we have experienced an impact on marketing budgets in the Middle East and in our Travel vertical. More broadly, macroeconomic uncertainty, including inflationary pressures and interest rate conditions across our markets, may negatively impact consumer spending behavior, advertising budgets, and our business performance. These factors, among others, make it difficult for Criteo and our clients to accurately forecast future business activities. We continue to monitor macroeconomic conditions closely and may take actions in response to such conditions to the extent they adversely affect our business. 26 Seasonality In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with increased back-to-school and holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels. In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical conditions discussed above. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole. Privacy Trends and Government Regulations We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital ecosystem. We have developed a multi-pronged addressability strategy to provide scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem. 27 Results of Operations for the Periods Ended June 30, 2026 and June 30, 2025 (Unaudited) Revenue Revenue breakdown by segment Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Revenue as reported 428,018 482,671 (11)% 852,657 934,105 (9)% Conversion impact U.S. dollar/other currencies 1,985 (13,182) Revenue at constant currency $ 430,003 $ 482,671 (11)% $ 839,475 $ 934,105 (10)% Retail Media revenue as reported 47,907 60,913 (21)% 89,178 120,411 (26)% Conversion impact U.S. dollar/other currencies (206) (873) Retail Media revenue at constant currency $ 47,701 $ 60,913 (22)% $ 88,305 $ 120,411 (27)% Performance Media revenue as reported 380,111 421,758 (10)% 763,479 813,694 (6)% Conversion impact U.S. dollar/other currencies 2,191 (12,308) Performance Media revenue at constant currency $ 382,302 $ 421,758 (9)% $ 751,171 $ 813,694 (8)% Revenue for the three months ended June 30, 2026 decreased (11)%, or (11)% on a constant currency basis, to $430.0 million compared to the three months ended June 30, 2025, reflecting decreases in Performance Media and Retail Media. In the three months ended June 30, 2026, 92% of revenue came from existing clients while 8% came from new client additions. Retail Media revenue decreased (21)%, or (22)% on a constant currency basis, to $47.7 million for the three months ended June 30, 2026, reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite. Performance Media revenue decreased (10)%, or (9)% on a constant currency basis, to $382.3 million for the three months ended June 30, 2026, primarily due to soft performance in Commerce Growth and our Supply Side Platform, partially offset by improving trends in AdTech services. Additionally, our $428.0 million of revenue for the three months ended June 30, 2026 was negatively impacted by $2.0 million of currency fluctuations, particularly as a result of the slight depreciation of the Japanese Yen and the Korean Won compared to the U.S. dollar. 28 Revenue for the six months ended June 30, 2026 decreased (9)%, or (10)% on a constant currency basis, to $839.5 million compared to the six months ended June 30, 2025, reflecting decreases in Performance Media and Retail Media. In the six months ended June 30, 2026, 92% of revenue came from existing clients while 8% came from new client additions. Retail Media revenue decreased (26)%, or (27)% on a constant currency basis, to $88.3 million for the six months ended June 30, 2026, reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite. Performance Media revenue decreased (6)%, or (8)% on a constant currency basis, to $751.2 million for the six months ended June 30, 2026, primarily due to soft performance in Commerce Growth and our Supply Side Platform, partially mitigated by improving trends in AdTech services. Additionally, our $852.7 million of revenue for the six months ended June 30, 2026 was positively impacted by $13.2 million of currency fluctuations, particularly as a result of the appreciation of the Euro, the Pound Sterling and the Brazilian Real compared to the U.S. dollar. 29 Revenue breakdown by region Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Revenue as reported 428,018 482,671 (11)% 852,657 934,105 (9)% Conversion impact U.S. dollar / other currencies 1,985 — (13,182) — Revenue at constant currency $ 430,003 $ 482,671 (11)% $ 839,475 $ 934,105 (10)% Americas Revenue as reported 175,983 199,797 (12)% 334,612 392,705 (15)% Conversion impact U.S. dollar / other currencies (1,255) — (3,039) — Revenue at constant currency $ 174,728 $ 199,797 (13)% $ 331,573 $ 392,705 (16)% EMEA Revenue as reported 171,349 185,955 (8)% 346,679 350,816 (1)% Conversion impact U.S. dollar / other currencies (1,636) — (16,873) — Revenue at constant currency $ 169,713 $ 185,955 (9)% $ 329,806 $ 350,816 (6)% Asia-Pacific Revenue as reported 80,686 96,919 (17)% 171,366 190,584 (10)% Conversion impact U.S. dollar / other currencies 4,876 — 6,730 — Revenue at constant currency $ 85,562 $ 96,919 (12)% $ 178,096 $ 190,584 (7)% Our revenue in the Americas region decreased (12)%, or (13)% on a constant currency basis, to $174.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This primarily reflects the continued impact of previously communicated scope changes with two specific Retail Media clients and soft Retail and Travel trends for Performance Media. Our revenue in the EMEA region decreased (8)%, or (9)% on a constant currency basis, to $169.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, reflecting softness in Retail and Marketplaces for Performance Media, partially offset by growth in Travel for Performance Media and continued traction in Retail Media. Our revenue in the Asia-Pacific region decreased (17)%, or (12)% on a constant currency basis, to $85.6 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, reflecting soft Retail trends in Performance Media, partially offset by solid Travel trends in the region. Our revenue in the Americas region decreased (15)%, or (16)% on a constant currency basis, to $331.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. This primarily reflects the continued impact of previously communicated scope changes with two specific Retail Media clients and soft Retail trends for Performance Media. Our revenue in the EMEA region decreased (1)%, or (6)% on a constant currency basis, to $329.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, reflecting softness in Retail and Marketplaces for Performance Media, partially offset by solid growth in Travel in the region for Performance Media and continued traction in Retail Media. Our revenue in the Asia-Pacific region decreased (10)%, or (7)% on a constant currency basis, to $178.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, reflecting soft Retail trends in Performance Media, partially offset by solid Marketplaces and Travel trends in the region. 30 Cost of Revenue Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Traffic acquisition costs 172,545 190,602 (9)% 346,816 377,664 (8)% Other cost of revenue 33,259 33,551 (1)% 60,885 60,947 —% Total cost of revenue $ 205,804 $ 224,153 (8)% $ 407,701 $ 438,611 (7)% % of revenue 48 % 46 % 48 % 47 % Gross profit % 52 % 54 % 52 % 53 % Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Retail Media 739 904 (18)% 1,421 1,612 (12)% Performance Media 171,806 189,698 (9)% 345,395 376,052 (8)% Traffic Acquisition Costs $ 172,545 $ 190,602 (9)% $ 346,816 $ 377,664 (8)% Total cost of revenue for the three months ended June 30, 2026 decreased $(18.3) million, or (8)%, compared to the three months ended June 30, 2025. This decrease was the result of a decrease of $(18.1) million, or (9)% (or (9)% on a constant currency basis) in traffic acquisition costs, and a decrease of $(0.3) million, or (1)% in other cost of revenue. Traffic acquisition costs decreased by (9)%, or (9)% at constant currency, compared to the three months ended June 30, 2025. This decrease was driven primarily by a 26% decline in the number of impressions we purchased in Performance Media, partially offset by a 23% increase (or 26% at constant currency) in the average CPM for inventory purchased. Other cost of revenue decreased by $(0.3) million or, (1)% for the three months ended June 30, 2026. Total cost of revenue for the six months ended June 30, 2026 decreased $(30.9) million, or (7)%, compared to the six months ended June 30, 2025. This decrease was the result of a decrease of $(30.8) million, or (8)% (or (9)% on a constant currency basis) in traffic acquisition costs, and a decrease of $(0.1) million in other cost of revenue. Traffic acquisition costs decreased by (8)%, or (9)% at constant currency, compared to the six months ended June 30, 2025. This decrease was driven primarily by a 26% decline in the number of impressions we purchased in Performance Media, partially offset by a 23% increase (or 21% at constant currency) in the average CPM for inventory purchased. Other cost of revenue decreased by $(0.1) million for the six months ended June 30, 2026. 31 Contribution excluding Traffic Acquisition Costs We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Contribution ex-TAC has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Contribution ex-TAC alongside our other U.S. GAAP financial measures. The below table provides a reconciliation of Contribution ex-TAC to gross profit: Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 (in thousands) Gross Profit $ 222,214 $ 258,518 $ 444,956 $ 495,494 Other Cost of Revenue 33,259 33,551 60,885 60,947 Contribution ex-TAC $ 255,473 $ 292,069 $ 505,841 $ 556,441 We consider Contribution ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing our Contribution ex-TAC on an absolute basis over maximizing our near-term gross margin. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of our Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. As part of this focus, we continue to invest in building preferred relationships with direct publishers and pursue access to leading advertising exchanges. The following table sets forth our revenue and Contribution ex-TAC by segment: Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (amounts in thousands, except percentages) Revenue Retail Media $ 47,907 $ 60,913 (21)% $ 89,178 $ 120,411 (26)% Performance Media 380,111 421,758 (10)% 763,479 813,694 (6)% Total $ 428,018 $ 482,671 (11)% $ 852,657 $ 934,105 (9)% Contribution ex-TAC Retail Media $ 47,168 $ 60,009 (21)% $ 87,757 $ 118,799 (26)% Performance Media 208,305 232,060 (10)% 418,084 437,642 (4)% Total $ 255,473 $ 292,069 (13)% $ 505,841 $ 556,441 (9)% Contribution ex-TAC decreased $(36.6) million, or (13)% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in Contribution ex-TAC was due to a decrease in Performance Media primarily due to soft performance in Commerce Growth and a decrease in Retail Media mainly reflecting the impact of previously communicated scope changes with two specific Retail Media clients. 32 Contribution ex-TAC decreased $(50.6) million, or (9)% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in Contribution ex-TAC was due to a decrease in Retail Media, reflecting the impact of previously communicated scope changes with two specific Retail Media clients and a decrease in Performance Media due to soft performance in Commerce Growth. Constant Currency Reconciliation Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis: Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (amounts in thousands, except percentages) Revenue as reported $ 428,018 $ 482,671 (11)% $ 852,657 $ 934,105 (9)% Conversion impact U.S. dollar/other currencies 1,985 — (13,182) — Revenue at constant currency $ 430,003 $ 482,671 (11)% $ 839,475 $ 934,105 (10)% Traffic acquisition costs as reported $ 172,545 $ 190,602 (9)% $ 346,816 $ 377,664 (8)% Conversion impact U.S. dollar/other currencies 744 — (4,948) — Traffic Acquisition Costs at constant currency $ 173,289 $ 190,602 (9)% $ 341,868 $ 377,664 (9)% Contribution ex-TAC as reported $ 255,473 $ 292,069 (13)% $ 505,841 $ 556,441 (9)% Conversion impact U.S. dollar/other currencies 1,241 — (8,233) — Contribution ex-TAC at constant currency $ 256,714 $ 292,069 (12)% $ 497,608 $ 556,441 (11)% Other cost of revenue as reported $ 33,259 $ 33,551 (1)% $ 60,885 $ 60,947 —% Gross Profit as reported $ 222,214 $ 258,518 (14)% $ 444,956 $ 495,494 (10)% 33 Research and Development Expenses Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Research and development expenses $ 71,945 $ 79,610 (10)% $ 141,628 $ 140,359 1% % of revenue 17 % 16 % 17 % 15 % Research and development expenses for the three months ended June 30, 2026, decreased $(7.7) million or (10)% compared to the three months ended June 30, 2025. This decrease was primarily driven by lower amortization expense, as a result of the prior-year period accelerated amortization of internally developed intangible assets related to third-party cookie deprecation, a company-wide event that occurred in the previous year, and higher research tax credits in France. Research and development expenses for the six months ended June 30, 2026, increased $1.3 million or 1% compared to the six months ended June 30, 2025. This increase was driven by higher headcount costs, partially offset by a company event that occurred in the previous year and higher research tax credits in France. Sales and Operations Expenses Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Sales and operations expenses $ 85,539 $ 108,215 (21)% $ 183,040 $ 197,104 (7)% % of revenue 20 % 22 % 21 % 21 % Sales and operations expenses for the three months ended June 30, 2026 decreased $(22.7) million or (21)% compared to the three months ended June 30, 2025. This decrease was driven by lower headcount costs, partly impacted by a company-wide event that occurred in the previous year, lower bad debt expense and lower share-based compensation. Sales and operations expenses for the six months ended June 30, 2026 decreased $(14.1) million or (7)% compared to the six months ended June 30, 2025. This decrease was driven by lower share-based compensation, lower headcount costs, partly impacted by a company-wide event that occurred in the previous year, and lower bad debt expense. General and Administrative Expenses Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) General and administrative expenses $ 49,722 $ 40,238 24% $ 94,880 $ 79,409 19% % of revenue 12 % 8 % 11 % 9 % General and administrative expenses for the three months ended June 30, 2026, increased $9.5 million or 24%, compared to the three months ended June 30, 2025. This increase was mainly driven by higher restructuring and transformation costs. General and administrative expenses for the six months ended June 30, 2026, increased $15.5 million or 19%, compared to the six months ended June 30, 2025. This increase was mainly driven by higher restructuring and transformation costs, and an accrual for a litigation matter. 34 Financial and Other Income (Expense) Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Financial and other income (expense) $ 319 $ (1,801) 118% $ 2,192 $ 501 338% % of revenue 0.1 % (0.4) % 0.3 % 0 % Financial and other income (expense) for the three months ended June 30, 2026, increased by $2.1 million or 118% compared to the three months ended June 30, 2025. This increase was due to higher interest income due to an increased average invested amount, partially offset by a lower negative impact of foreign exchange, including changes in fair value of financial instruments. Financial and other income (expense) for the six months ended June 30, 2026, increased by $1.7 million or 338% compared to the six months ended June 30, 2025. This increase was due to higher financial interests income linked to an increased average invested amount, partially offset by higher interests and fees. Provision for Income Taxes Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Provision for Income taxes $ 3,576 $ 5,734 (38)% $ 7,269 $ 16,192 (55)% % of revenue 1 % 1 % 1 % 1 % Provision for income tax expense for the three months ended June 30, 2026, decreased $(2.2) million or (38)% compared to the three months ended June 30, 2025. The decrease was driven by a decrease of profit before tax. Provision for income tax expense for the six months ended June 30, 2026, decreased $(8.9) million or (55)% compared to the six months ended June 30, 2025. The decrease was driven by a decrease of profit before tax. The provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France. 35 Adjusted EBITDA We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net income. Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025 (in thousands, except percentages) Net Income $ 11,751 $ 22,920 $ 20,331 $ 62,931 Adjustments: Financial expense (income) (319) 1,796 (2,192) (152) Provision for income taxes 3,576 5,734 7,269 16,192 Equity related compensation, and related social contribution expenses (1) 16,626 21,543 30,448 37,423 Pension service costs 196 195 394 378 Depreciation and amortization expense 31,581 35,764 59,948 61,457 Restructuring, integration and transformation costs 9,888 556 20,050 2,427 Other noncash or nonrecurring events (2) — 872 1,950 872 Total net adjustments 61,548 66,460 117,867 118,597 Adjusted EBITDA (3) $ 73,299 $ 89,380 $ 138,198 $ 181,528 (1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation. (2) Includes costs related to nonrecurring litigation matters. (3) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. 36 The following table presents our Net Income and Adjusted EBITDA on a comparative basis: Three Months Ended Six Months Ended June 30, 2026 June 30, 2025 % change June 30, 2026 June 30, 2025 % change (in thousands, except percentages) Net Income $ 11,751 $ 22,920 (49)% $ 20,331 $ 62,931 (68)% Adjusted EBITDA $ 73,299 $ 89,380 (18)% $ 138,198 $ 181,528 (24)% Net income decreased $(11.2) million, or (49)%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and Adjusted EBITDA decreased $(16.1) million, or (18)%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in net income and Adjusted EBITDA was primarily due to lower gross profit, partially offset by lower operating expenses. Net income decreased $(42.6) million, or (68)%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, and Adjusted EBITDA decreased $(43.3) million, or (24)%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in net income and Adjusted EBITDA was primarily due to lower gross profit. 37 Liquidity and Capital Resources Our cash and cash equivalents, and restricted cash at June 30, 2026 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $252.3 million as of June 30, 2026. The $(90.0) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2025, resulted from a decrease of $(62.0) million in cash used for financing activities, a decrease of $(95.7) million in cash used for investing activities, partially offset by an increase of $68.5 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return. As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($463.7 million) of liquidity. The RCF, combined with $252.2 million of cash and cash equivalents and $50.8 million of marketable securities provides total financial liquidity of $766.8 million as of June 30, 2026. Overall, we believe that our current financial liquidity, combined with our expected cash flow generation in 2026, enables financial flexibility. Share repurchase programs For the six months ended June 30, 2026, we have repurchased $61.3 million of shares. During the year ended December 31, 2025, we completed a $152.1 million share repurchase. All above programs have been implemented under our multi-year authorization granted by our board of directors. In February 2026, this authorization was extended to a total amount of up to $959.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth. Off-Balance Sheet Arrangements We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships. Operating and Capital Expenditure Requirements For the six months ended June 30, 2026 and 2025, our net capital expenditures were $(90.0) million and $(52.0) million, respectively, primarily related to the acquisition of servers and other data center equipment, and capitalized software development costs. We expect our capital expenditures to be approximately $190 million in 2026, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Intelligence Platform. Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months. If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financing to support our operations, and such financings may not be available to us on acceptable terms, or at all. 38 We may also seek to raise additional funds in the future to support potential acquisitions of businesses, technologies, assets or products. If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders. Historical Cash Flows The following table sets forth our cash flows for the six months ended June 30, 2026 and June 30, 2025: Six Months Ended June 30, 2026 June 30, 2025 (in thousands) Cash flows provided by operating activities $ 68,506 $ 60,944 Cash used in investing activities $ (95,671) $ (41,725) Cash used in financing activities $ (61,962) $ (103,143) Operating Activities Cash provided by operating activities has typically been generated from net income and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses, adjusted for certain noncash and nonoperating expense items such as depreciation, amortization, equity awards compensation, deferred tax assets and income taxes. For the six months ended June 30, 2026, net cash provided by operating activities was $68.5 million, consisting mostly of net income adjusted for certain noncash and nonoperating items, including amortization and provision expense of $52.0 million, and share based compensation expense of $29.7 million, partially offset by $(18.0) million of changes in working capital and $(21.6) million of changes in income taxes. The increase in cash flows from operating activities during the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to improved working capital partially offset by lower net income. Investing Activities For the six months ended June 30, 2026, net cash used for investing activities was $95.7 million, primarily driven by capitalized software development costs and the acquisition of servers and other data center equipment and changes in investment securities. Cash used for investing activities increased during the six months ended June 30, 2026, compared to the same period in 2025, due to higher purchases of servers and other data center equipment. Financing Activities For the six months ended June 30, 2026, net cash used for financing activities was $62.0 million, due to the repurchasing of shares of $61.3 million. The decrease in cash used for financing activities during the six months ended June 30, 2026, compared to the same period in 2025, was mostly due to a decrease in the amount of shares repurchased. Critical Accounting Policies and Estimates There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. 39 Recently Issued Pronouncements See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2026. 40