Criteo S.A.CRTO
Criteo S.A. Stock Compensation Disclosure
15. Share-Based Compensation
Equity awards Compensation Expense
Equity awards compensation expense recorded in the consolidated statements of operations was as follows:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in thousands) | |||||
Research and Development | $(21,697) | $(54,027) | $(54,794) | ||
Sales and Operations | (19,404) | (21,457) | (20,011) | ||
General and Administrative | (17,467) | (27,133) | (22,380) | ||
Total equity awards compensation expense (1) | (58,568) | (102,617) | (97,185) | ||
Tax benefit from equity awards compensation expense | 6,886 | 10,086 | 7,864 | ||
Total equity awards compensation expense, net of tax effect | $(51,682) | $(92,531) | $(89,321) | ||
(1) The periods ended December 31, 2025 and 2024, are presented net of $5.8 million and $4.0 million, respectively, capitalized stock-based compensation
relating to internally developed software.
During the year ended December 31, 2025, the departures of the Company’s former Chief Executive Officer and Chief
Revenue Officer resulted in the forfeiture of unvested stock-based compensation awards of both restricted and
performance based awards. As a result, the Company reversed $4.5 million of previously recognized stock-based
compensation expense, which is reflected, respectively as a reduction of $3.4 million in General and Administrative
expense and a reduction of $1.1 million in Sales and Operations, for the year ended December 31, 2025. The summary of
the forfeitures by award type is presented in the tables below.
The breakdown of the equity award compensation expense by instrument type was as follows:
Year Ended December 31, | |||||
2025 | 2024 | 2023 | |||
(in thousands) | |||||
Restricted stock units and Performance stock units | $(58,568) | $(66,736) | $(61,949) | ||
Lock-up shares | — | (34,013) | (33,224) | ||
Nonemployee warrants | — | (1,822) | (1,922) | ||
Stock options | — | (46) | (90) | ||
Total equity awards compensation expense (1) | (58,568) | (102,617) | (97,185) | ||
Tax benefit from equity awards compensation expense | 6,886 | 10,086 | 7,864 | ||
Total equity awards compensation expense, net of tax effect | $(51,682) | $(92,531) | $(89,321) | ||
(1) The periods ended December 31, 2025 and 2024, are presented net of $5.8 million and $4.0 million, respectively, capitalized stock-based compensation
relating to internally developed software.
A detailed description of each instrument type is provided below.
Restricted Stock Units and Performance Stock Units
During the year ended December 31, 2025, the Company granted new equity awards under our current equity
compensation plans, which were comprised of restricted stock units (“RSU”), and performance-based awards for the
Company’s senior executives, which are subject to the achievement of certain performance goals (“Financial PSU”) or to
share price metrics tied to total shareholder return (“TSR PSU”).
Restricted Stock Units
Restricted stock units generally vest over four years, subject to the holder’s continued service. The grant date fair value is
determined by the Company's Nasdaq share price the day prior to the grant.
Shares (RSU) | Weighted- Average Grant Date Fair Value Per Share | ||
Outstanding as of December 31, 2024 | 4,422,434 | $34.45 | |
Granted | 2,465,484 | 29.14 | |
Vested | (1,831,852) | 30.54 | |
Forfeited | (537,369) | 34.10 | |
Outstanding as of December 31, 2025 | 4,518,697 | $33.15 |
The RSUs generally vest over a -year period, with expense recognized on a graded vesting basis over the requisite
service period for each separately vesting tranche. A total of 2,465,484 shares have been granted under this plan in the
year 2025, with a weighted-average grant-date fair value of $29.14.
As of December 31, 2025, the Company had unrecognized stock-based compensation relating to restricted stock units of
approximately $78.9 million, which is expected to be recognized over a weighted-average period of 3.1 years.
Performance Stock Units
Performance stock units (PSUs) are subject to either internal financial performance conditions or external market
conditions.
Financial PSUs
Financial PSUs are earned based on the achievement of certain financial metrics, including Contribution ex-TAC,
Contribution ex-TAC of Retail Media and Adjusted EBITDA. In the period ending December 31, 2025, a total of 217,239
shares have been granted at target with a vesting period of three years. The target shares are subject to a range of vesting
from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 434,478. The
grant-date fair value is determined by the Company's Nasdaq share price the day prior to the grant. The weighted average
grant-date fair value of those plans is $28.27 per share for a total fair value of approximately $6.1 million, to be expensed
on a straight-line basis over the respective vesting period.
The number of shares granted, vesting and outstanding subject to performance conditions is as follows:
Shares (PSU) | Weighted- Average Grant Date Fair Value Per Share | ||
Outstanding as of December 31, 2024 | 836,008 | $33.47 | |
Granted | 217,239 | 28.27 | |
Performance share adjustment | (38,264) | — | |
Vested | (322,701) | 33.48 | |
Forfeited | (250,143) | 34.67 | |
Outstanding as of December 31, 2025 | 442,139 | $31.89 |
As of December 31, 2025, the Company had unrecognized stock-based compensation related to performance stock units
of approximately $3.9 million, which is expected to be recognized over a weighted-average period of 2.6 years.
TSR PSUs
TSR PSUs are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and
certain other vesting conditions. In the period ending December 31, 2025, 217,239 shares have been granted at target
under this plan, to be earned in two equal tranches over a term of and three years, respectively. The target shares are
subject to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of
434,478. The grant-date fair value is approximately $12.4 million, to be expensed on a straight-line basis over the
respective vesting period.
The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:
Expected volatility of the Company | 40.33% |
Expected volatility of the benchmark | 77.41% |
Risk-free rate | 3.95% |
Expected dividend yield | —% |
The number of shares granted, vested and outstanding subject to market conditions is as follows:
Shares (TSR) | Weighted- Average Grant Date Fair Value Per Share | ||
Outstanding as of December 31, 2024 | 259,138 | $51.28 | |
Granted | 217,239 | 57.03 | |
Vested | — | — | |
Forfeited | (162,994) | 52.91 | |
Outstanding as of December 31, 2025 | 313,383 | $54.41 |
As of December 31, 2025, the Company had unrecognized stock-based compensation related to performance stock units
based on market conditions of $11.5 million, which is expected to be recognized over a weighted-average period of 1.8
years.
Modification of Performance Stock Units
On December 22, 2025, the Board of Directors approved modifications to the terms of certain outstanding and unvested
PSUs previously granted, as further described below.
The modification of Financial PSUs amended the performance targets to allow for previously unvested and unearned
performance awards that were not probable to vest, to vest, subject to three-year service period. This modification
pertained to all nine grantees and was accounted for as an improbable-to-probable Type III modification under ASC 718,
Compensation - Stock Compensation, resulting in no incremental compensation expense. The fair value of the modified
performance awards was estimated using the closing stock price on the date of modification.
The modification of TSR PSUs replaced the market condition with financial performance conditions to be determined at a
later date, subject to three-year service period. This modification pertained to grants awarded to our Chief Executive Officer
and was accounted for as a probable-to-probable Type I modification under ASC 718, resulting in incremental
compensation expense of $0.4 million, over the remaining service period, of which an immaterial amount was recognized
during year-end December 31, 2025. The incremental fair value of the modified awards was measured as the difference
between the fair value of the modified award and the fair value of the original award as of the modification date.
Lock-up shares
On August 1, 2022, the Company transferred 2,960,243 treasury shares (the “Lock-up Shares”) to the Iponweb Founder as
partial consideration for the Iponweb acquisition. These shares were accounted for as share-based compensation in
accordance with ASC 718, using the Nasdaq weighted average share price on the grant date, and the related expense was
recognized within Research and Development in the Consolidated Statement of Income. As of December 31, 2024, all
Lock-up Shares were fully vested, and there was no remaining unrecognized stock-based compensation expense related
to these awards.
Nonemployee warrants
Nonemployee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.
Shares | Weighted- Average Grant Date Fair Value Per Share | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | ||||
Outstanding - December 31, 2024 | 159,897 | $18.31 | 3.6 | $3,528.7 | |||
Granted | — | ||||||
Exercised | — | ||||||
Cancelled | — | ||||||
Expired | — | ||||||
Outstanding - December 31, 2025 | 159,897 | $18.31 | 2.6 | $1,300.0 | |||
Vested and exercisable - December 31, 2025 | 159,897 |
The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the
fair market value of common stock on the date of exercise. During the period ended December 31, 2025 there were no
exercises of nonemployee warrants.
No new nonemployee warrants were granted in the year ending December 31, 2025. As of December 31, 2025, all
instruments have fully vested.
Stock Options
Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s
continued service through the vesting date and expire no later than 10 years from the date of grant.
Options Outstanding | |||||||
Number of Shares Underlying Outstanding Options | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | ||||
Outstanding - December 31, 2024 | 218,681 | $20.49 | 4.5 | $4,340.6 | |||
Options granted | — | ||||||
Options exercised | (111,156) | ||||||
Options forfeited | (1,100) | ||||||
Options canceled | — | ||||||
Options expired | (19,710) | ||||||
Outstanding - December 31, 2025 | 86,715 | $17.35 | 4.0 | $276.0 | |||
Vested and exercisable - December 31, 2025 | 86,715 | ||||||
The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value
of common stock on the date of exercise. The aggregate intrinsic value of the stock options exercised was $0.4 million,
$0.8 million and $0.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
No new stock options were granted in the year ending December 31, 2025 and December 31, 2024. As of December 31,
2025, there was no remaining unrecognized stock-based compensation related to unvested stock options.
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 Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.