Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs

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.

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.

Schedule of Nonvested Restricted Stock Units Activity


	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

Share-Based Payment Arrangement, Performance Shares, Activity

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

Schedule of Share Based Compensation Performance Shares Award Total Shareholder Return Unvested Activity

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

Schedule of Stockholders' Equity Note, Warrants or Rights


	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

Schedule of Stock Options Roll Forward


	Options Outstanding
	Number of Shares Underlying Outstanding Options	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
	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

Criteo S.A. 10-K