Criteo S.A.CRTO

Criteo S.A. Earnings Per Share Disclosure

10-KFiled Feb 26, 20262 min read
18. Earnings Per Share
Basic Earnings Per Share
The components of Basic EPS for the years ended December 31, 2025, 2024 and 2023, were as follows:
Year Ended December 31,
2025
2024
2023
(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.
$144,602
$111,571
$53,259
Weighted average number of shares outstanding (Note 14)
52,934,526
54,817,136
56,170,658
Basic earnings per share
$2.73
$2.04
$0.95
Diluted Earnings Per Share
Diluted EPS considers the impact of potentially dilutive shares not yet issued from share-based compensation plans using
the treasury stock method. There were no other potentially dilutive instruments outstanding as of December 31, 2025, 2024
and 2023. Consequently all potential dilutive effects from shares are considered.
For each period presented, a contract to issue a certain number of shares (i.e., stock options and nonemployee warrants)
was assessed as potentially dilutive, if it was “in the money” (i.e., the exercise or settlement price is lower than the average
market price).
Year Ended December 31,
2025
2024
2023
(in thousands, except share data)
Net income attributable to shareholders of Criteo S.A.
$144,602
$111,571
$53,259
Basic shares:
Weighted average number of shares outstanding of Criteo S.A.
52,934,526
54,817,136
56,170,658
Dilutive effect of:
Restricted share awards ("RSUs") and Performance share awards ("PSUs")
1,799,709
2,904,711
2,643,129
Lock-up shares ("LUSs")
—
711,941
1,261,947
Stock options
36,045
112,491
104,294
Share warrants
22,260
59,250
51,599
Weighted average number of shares outstanding used to determine diluted
earnings per share
54,792,540
58,605,529
60,231,627
Diluted earnings per share
$2.64
$1.90
$0.88
The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could
potentially dilute EPS in the future are as follows:
Year Ended December 31,
2025
2024
2023
Restricted share awards
2,019,480
236,039
348,675
Weighted average number of anti-dilutive securities excluded from diluted
earnings per share
2,019,480
236,039
348,675

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 28, 2025
2023Feb 23, 2024
2022Feb 24, 2023
2021Feb 25, 2022
2020Feb 26, 2021
2019Mar 2, 2020
2018Mar 1, 2019
2017Mar 1, 2018
2016Mar 1, 2017

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

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