Criteo S.A.CRTO
Criteo S.A. Commitments Disclosure
19. Commitments and contingencies
Contractual Commitments
We have $68.4 million of non-cancelable contractual commitments as of December 31, 2025, which are primarily related to
software licenses, maintenance and bandwidth for our servers.
The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2025 :
Total | ||
(in thousands) | ||
2026 | $52,007 | |
2027 | 8,701 | |
2028 | 4,475 | |
2029 | 2,185 | |
2030 | 982 | |
Total | $68,350 |
Contingencies
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of
our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually
or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows.
Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs,
diversion of management resources and other factors.
The amount of the provisions represents management’s latest estimate of the expected impact.
Legal and Regulatory Matters
Following a complaint from Privacy International against a number of advertising technology companies with certain data
protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL")
opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained
alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction
against Criteo from the original amount of €60 million ($70.5 million) to €40 million ($47.0 million). Criteo issued the
required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any
obligation for Criteo to change its current practices. Criteo has appealed this decision before the French Council of State
(Conseil d’Etat).
As previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al. in the U.S. District Court for
the Northern District of California) alleging violations of various state and federal laws. In the third quarter of 2025, the
Company agreed to settle the matter for $7.0 million, subject to court approval. GoodRx agreed to indemnify the Company
for $5.5 million, subject to court approval of the settlement with plaintiffs. In January 2026, the court denied approval of the
proposed settlement. The Company continues to engage in discussions with the plaintiffs and GoodRx to address the
Judge’s requests and re-file the settlement agreement. Based on management's assessment of the underlying facts and
circumstances, including the status of settlement discussions and the indemnification arrangement with GoodRx, the
Company recognized an estimated probable loss of $7.0 million within “Contingencies-current portion” as of December 31,
2025 and an indemnification receivable of $5.5 million within “Prepaid expenses and other current assets”. The resulting
estimated net probable loss of $1.5 million was recognized within “General and administrative expenses” in the Company’s
consolidated statement of operations for the year ended December 31, 2025. The results of legal proceedings are
inherently uncertain and it is reasonably possible that the ultimate loss may differ from our estimate.
On July 9, 2025, a putative class action was filed against the Company, CVS and others in the U.S. District Court for the
Central District of California, alleging violations of various laws regarding sensitive health and personal information. On
October 27, 2025, the action was dismissed with respect to the Company. On November 7, 2025, a second amended
putative class action complaint was filed against the Company, CVS and others in the U.S. District Court for the Central
District of California, again alleging violations of various laws regarding sensitive health and personal information. The
plaintiffs seek damages and injunctive relief. We dispute the allegations of wrongdoing and intend to defend ourselves
vigorously in these matters. On January 30, 2026, the plaintiff filed a stipulation to dismiss the case, and the parties are
currently engaged in mediation.
On October 17, 2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in the U.S. District Court for
the District of Delaware. The complaint was served to the Company on October 21, 2025. The plaintiffs seek damages and
injunctive relief. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
Non income tax risks
During the year ended December 31, 2025, management reassessed the provision related to certain non-income tax
matters recognized under ASC 450, Contingencies, reducing the balance from $31.9 million to $22.7 million. These risks
were initially identified and recognized as part of the Iponweb Acquisition in 2022. In accordance with the purchase
agreement relating to the acquisition, the Company is indemnified against specific tax risks, and as such, an
indemnification asset has been recorded. The indemnification asset is recorded as part of "Other noncurrent assets" on the
consolidated statement of financial position.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.