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Spotify Technology S.A.

Spotify Technology S.A.SPOT決算レポート

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Spotify is a Swedish audio streaming and media service provider founded in April 2006 by Daniel Ek and Martin Lorentzon. As of December 2025, it was one of the largest providers of music streaming services, with over 751 million monthly active users comprising 290 million paying subscribers. Spotify is listed on the New York Stock Exchange in the form of American depositary receipts.

What changed in Spotify Technology S.A.'s 20-F — 2024 vs 2025

Top changes in Spotify Technology S.A.'s 2025 20-F

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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However, we cannot guarantee that the creators and users who provide content on our Service will comply with their obligations, and any failure of creators and users to do so may materially impact our business, operating results, and financial condition. The use of new technologies, including AI, by us, our creators and users, may exacerbate such risks.
However, we cannot guarantee that the creators and users who provide content on our Service will comply with their obligations, and any failure of creators and users to do so may materially impact our business, operating results, and financial condition. The use of new technologies, including AI, by us, creators, and users, may exacerbate such risks.
Unfavorable publicity regarding, for example, relationships with record labels, music publishers, artists, podcasters, authors, and other creators or copyright owners, content on our Service, our privacy practices, terms of service, service changes, service quality, litigation or regulatory activity, government surveillance, employee matters, the actions of our advertisers or strategic partners, the actions of our developers or suppliers whose services are integrated with our products or services, the actions of our users, or the actions of other companies that provide similar services to us, could materially adversely affect our reputation and brand.
Unfavorable publicity regarding, for example, relationships with record labels, music publishers, artists, podcasters, authors, and other creators or copyright owners, content on our Service, our privacy practices, terms of service, service changes, service quality, litigation or regulatory activity, government surveillance, the actions of our leadership, employee matters, the actions of our advertisers or strategic partners, the actions of our developers or suppliers whose services are integrated with our products or services, the actions of our users, or the actions of other companies that provide similar services to us, could materially adversely affect our reputation and brand.
Managing our business and offering our products and services internationally involves numerous risks and challenges, including: • difficulties in obtaining licenses on favorable terms or at all and maintaining relationships with rights holders; • challenges due to fragmentation of rights ownership and lack of well-functioning copyright collective management organizations; • difficulties in achieving market acceptance and growth in markets with different tastes and interests or where we commit fewer marketing resources; 6 Table of Contents • difficulties in effectively monetizing our growing international user base; • difficulties in managing operations due to language barriers, distance, staffing, user behavior, spending capability, cultural differences, business infrastructure constraints, and laws regulating corporations that operate internationally; • application of different laws and regulations of various jurisdictions, including privacy, telecommunications and media, cybersecurity, content, AI, corporate governance, labor and employment, environmental, human rights, health and safety, consumer protection, liability standards and regulations, as well as intellectual property laws or changes to such laws that may impact the economics of providing content or increase operating costs in the applicable jurisdiction; • potential adverse tax consequences associated with foreign operations; • complex foreign exchange fluctuations, credit risk, payment fraud, restrictions on international monetary flow, and associated issues; • increased competition from local websites and audio content providers; • political, economic, and social instability in some countries; • compliance with the U.S.
Managing our business and offering our products and services internationally involves numerous risks and challenges, including: • difficulties in obtaining licenses on favorable terms or at all and maintaining relationships with rights holders; • challenges due to fragmentation of rights ownership and lack of well-functioning copyright collective management organizations; • difficulties in achieving market acceptance and growth in markets with different tastes and interests or where we commit fewer marketing resources; • difficulties in effectively monetizing our growing international user base; • difficulties in managing operations due to language barriers, distance, staffing, user behavior, spending capability, cultural differences, business infrastructure constraints, and laws regulating corporations that operate internationally; • application of different laws and regulations of various jurisdictions, including privacy, telecommunications and media, cybersecurity, content, AI, corporate governance, labor and employment, environmental, human rights, health and safety, consumer protection, liability standards and regulations, as well as intellectual property laws or changes to such laws that may impact the economics of providing content or increase operating costs in the applicable jurisdiction; • potential adverse tax consequences associated with foreign operations; • complex foreign exchange fluctuations, credit risk, payment fraud, restrictions on international monetary flow, and associated issues; • increased competition from local websites and audio content providers; • political, economic, and social instability in some countries; • compliance with the U.S.
In the event that portions of our proprietary technology are determined to be subject to licenses that require us to publicly release the affected portions of our source code, re-engineer a portion of our technologies, or otherwise be limited in the licensing of our technologies, we may be forced to do so, each of which could materially harm our business, operating results, and financial condition.
In the event that portions of our proprietary technology are determined to be subject to licenses that require us to publicly release or otherwise restrict the affected portions of our source code, re-engineer a portion of our technologies, or otherwise be limited in the licensing of our technologies, we may be forced to do so, each of which could materially harm our business, operating results, and financial condition.
In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies.
In addition, our officers and directors are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies.
Moreover, for minimum guarantee arrangements for which we cannot reliably predict the underlying expense, we expense the minimum guarantee on a straight-line basis over the term of the arrangement. We also have license agreements that include so-called “most favored nations” provisions, which, if triggered, could cause our royalty payments under those agreements to escalate.
Moreover, for minimum guarantee arrangements for which we cannot reliably predict the underlying expense, we expense the minimum guarantee on a straight-line basis over the term of the arrangement. We have license agreements that include so-called “most favored nations” provisions, which, if triggered, could cause our royalty payments under those agreements to escalate.
In order to increase our advertising revenue, we seek to increase the time that our users spend on our Service and expand our opportunities to deliver advertising to users, such as through podcasts (including off-platform) and other opportunities relating to content promotion to users. The more content users stream, the more advertising inventory we generally have to sell.
In order to increase our advertising revenue, we seek to increase the time that our users spend on our Service and expand our opportunities to deliver relevant advertising to users, such as through podcasts (including off-platform) and other opportunities relating to content promotion to users. The more content users stream, the more advertising inventory we generally have to sell.
In addition, in the United States, utilization of these net operating loss carry-forwards may be subject to a substantial annual limitation if there is an ownership change within the meaning of Section 382 of the Internal Revenue Code (“Section 382”).
In the United States, utilization of these net operating loss carry-forwards may be subject to a substantial annual limitation if there is an ownership change within the meaning of Section 382 of the Internal Revenue Code (“Section 382”).
Our ability to pay any future dividends is subject to restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including the laws of the relevant jurisdiction in which the subsidiaries are organized or located, as well as any restrictions in the future indebtedness of our subsidiaries or on our ability to receive dividends or distributions from our subsidiaries.
Our ability to make any distributions to shareholders is subject to restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including the laws of the relevant jurisdiction in which the subsidiaries are organized or located, as well as any restrictions in the future indebtedness of our subsidiaries or on our ability to receive dividends or distributions from our subsidiaries.
Third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their copyrights, patents, and other intellectual property rights. See “Item 8.A.
Third parties have asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their copyrights, patents, trademarks, and other intellectual property rights. See “Item 8.A.
As a result of inflation, we have experienced, and may continue to experience, cost increases, which could materially and adversely affect our business, operating results, and financial condition. 23 Table of Contents Risks Related to Our Metrics Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.
As a result of inflation, we have experienced, and may continue to experience, cost increases, which could materially and adversely affect our business, operating results, and financial condition. 25 Table of Contents Risks Related to Our Metrics Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.
Violations of data protection laws may also result in civil claims, including collective action. We are subject to certain legislation implementing Directive 2002/58 on Privacy and Electronic Communications (the “ePrivacy Directive”), which requires entities to obtain informed and freely given consent for the placement of certain cookies and similar technologies on a user’s device.
Violations of data protection laws may also result in civil claims, including collective action. We are subject to certain legislation implementing Directive 2002/58 on Privacy and Electronic Communications, which requires entities to obtain informed and freely given consent for the placement of certain cookies and similar technologies on a user’s device.
Beginning on January 1, 2021, the MMA provides a blanket license to reproduce and/or distribute musical compositions on our service. These challenges, and others concerning the licensing of musical compositions embodied in sound recordings on our Service, may subject us to significant liability for copyright infringement, breach of contract, or other claims. See “Item 8.A.
Beginning on January 1, 2021, the MMA provides a blanket license to reproduce and/or distribute musical compositions on our Service. These challenges, and others concerning the licensing of musical compositions embodied in sound recordings and audiovisual works on our Service, may subject us to significant liability for copyright infringement, breach of contract, or other claims. See “Item 8.A.
The market price of our ordinary shares may fluctuate or decline significantly in response to the factors enumerated in this report, as well as other factors, many of which are beyond our control, including: • variations in our results of operations, including our MAUs, Premium Subscribers, revenue, gross margin, and operating income; • variations between our actual results of operations and the expectations of securities analysts, investors, and the financial community and the accuracy of our financial guidance or projections; • our announcements or our competitors’ announcements regarding new services, enhancements, significant contracts, acquisitions, or strategic investments; • the overall performance of the equity markets, including fluctuations due to general macroeconomic uncertainty or market sentiment; • publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts; and • sales or expected sales, or repurchases or expected repurchases, of our ordinary shares by us, and our officers, directors, and significant shareholders.
The market price of our ordinary shares may fluctuate or decline significantly in response to the factors enumerated in this report, as well as other factors, many of which are beyond our control, including: • variations in our results of operations, including our MAUs, Premium Subscribers, revenue, gross margin, and operating income; • variations between our actual results of operations and the expectations of securities analysts, investors, and the financial community and the accuracy of our financial guidance or projections; • our announcements or our competitors’ announcements regarding pricing, new services, enhancements, significant contracts, acquisitions, or strategic investments; • the overall performance of the equity markets, including fluctuations due to general macroeconomic uncertainty or market sentiment; 30 Table of Contents • publication of research reports about us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts; and • sales or expected sales, or repurchases or expected repurchases, of our ordinary shares by us, and our officers, directors, and significant shareholders.
The European Union (the “EU”) currently requires equal access to internet content, but as part of the EU’s Digital Single Market initiative and the implementation of the European Electronic Communications Code at the national level, EU Member States may impose network security and disability access obligations on “over-the-top” services such as those provided by us.
The EU currently requires equal access to internet content, but as part of the EU’s Digital Single Market initiative and the implementation of the European Electronic Communications Code at the national level, EU Member States may impose network security and disability access obligations on “over-the-top” services such as those provided by us.
If we fail to keep pace with technological advances or fail to offer compelling product offerings and state-of-the-art delivery platforms with competitive pricing that consumers perceive to be of value, our ability to grow or sustain the reach of our Service, attract and retain users, and monetize our products and services may be adversely affected.
If we fail to keep pace with technological advances or fail to offer compelling product, content, and advertising offerings and state-of-the-art delivery platforms with competitive pricing that consumers perceive to be of value, our ability to grow or sustain the reach of our Service, attract and retain users, and monetize our products and services may be adversely affected.
Therefore, there can be no assurance that we will not be classified as a PFIC in the future. Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our ordinary shares.
Therefore, there can be no assurance that we will not be classified as a PFIC in the future. Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our ordinary shares. Accordingly, each U.S.
Such financial commitments related to our content acquisition costs are not always tied to our revenue and/or user growth forecasts (e.g., number of users, active users, applicable Premium Subscribers (as defined below)) or the number of sound recordings and musical compositions, podcasts, or audiobooks used on our Service.
Such financial commitments related to our content acquisition costs are not always tied to our revenue and/or user growth forecasts (e.g., number of users, active users, applicable Premium Subscribers (as defined below)) or the number of sound recordings, audiovisual works, and musical compositions, podcasts, or audiobooks used on our Service.
Difficulties in obtaining accurate and comprehensive information necessary to identify the musical compositions embodied in sound recordings on our Service and the ownership thereof may impact our ability to perform our obligations under our licenses, affect the size of our catalog, impact our ability to control content acquisition costs, and lead to potential copyright infringement claims.
Difficulties in obtaining accurate and comprehensive information necessary to identify the musical compositions embodied in sound recordings and audiovisual works on our Service and the ownership thereof may impact our ability to perform our obligations under our licenses, affect the size of our catalog, impact our ability to control content acquisition costs, and lead to potential copyright infringement claims.
These limitations have affected and may continue to adversely affect our and our advertisers’ ability to effectively target advertisements and measure their performance, thereby reducing the demand or pricing for certain of our advertising products and harming our business. 16 Table of Contents Moreover, our Service requires high-bandwidth data capabilities.
These limitations have affected and may continue to adversely affect our and our advertisers’ ability to effectively target advertisements and measure their performance, thereby reducing the demand or pricing for certain of our advertising products and harming our business. 17 Table of Contents Moreover, our Service requires high-bandwidth data capabilities.
Comprehensive and accurate ownership information for the musical compositions embodied in sound recordings is sometimes unavailable to us or difficult or, in some cases, impossible for us to obtain, including where the owners or administrators of such rights have failed to accurately identify their interest in a musical composition.
Comprehensive and accurate ownership information for the musical compositions embodied in sound recordings and audiovisual works is sometimes unavailable to us or difficult or, in some cases, impossible for us to obtain, including where the owners or administrators of such rights have failed to accurately identify their interest in a musical composition.
Based on the trading price of our ordinary shares and the composition of our income, assets and operations, we do not believe that we were a PFIC for U.S. federal income tax purposes for the taxable year ending on December 31, 2024, nor that we will be a PFIC in the foreseeable future.
Based on the trading price of our ordinary shares and the composition of our income, assets and operations, we do not believe that we were a PFIC for U.S. federal income tax purposes for the taxable year ending on December 31, 2025, nor that we will be a PFIC in the foreseeable future.
Accordingly, each holder of our ordinary shares should consult such holder’s tax advisor as to the potential effects of the PFIC rules. If a United States person is treated as owning at least 10% of our ordinary shares, such shareholder may be subject to adverse U.S. federal income tax consequences.
Holder of our ordinary shares should consult such holder’s tax advisor as to the potential effects of the PFIC rules. If a United States person is treated as owning at least 10% of our ordinary shares, such shareholder may be subject to adverse U.S. federal income tax consequences.
As we collect and utilize personal data about our users as they interact with our products and services, we are subject to new and existing laws and regulations that govern our use of user data. We are likely to be required to expend significant effort and capital to ensure ongoing compliance with these laws and regulations.
As we collect and utilize personal data about our users as they interact with our products and services, we are subject to new and existing laws and regulations that govern our use of user data. We are required to expend significant effort and capital to ensure ongoing compliance with these laws and regulations.
If our systems do not evolve to meet the increased demands placed on us by an increasing number of advertisers, we also may be unable to meet our obligations under advertising agreements with respect to the delivery of advertising or other performance obligations.
If our systems do not evolve to meet the increased demands placed on us by an increasing array of advertisers, we also may be unable to meet our obligations under advertising agreements with respect to the delivery of advertising or other performance obligations.
Upon expiration or termination of any of our agreements with third parties, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service 18 Table of Contents levels and cost, that are favorable to us, and a transition from one third party to another could subject us to operational delays and inefficiencies until the transition is complete.
Upon expiration or termination of any of our agreements with third parties, we may not be able to replace the services provided to us in a timely manner or on terms and conditions, including service levels and cost, that are favorable to us, and a transition from one third party to another could subject us to operational delays and inefficiencies until the transition is complete.
These could have a material adverse impact on our business, operating results, and financial condition. 24 Table of Contents Failure to effectively manage and remediate attempts to gain or provide unauthorized access to certain features of our Service could have an adverse impact on our business, operating results, and financial condition.
These could have a material adverse impact on our business, operating results, and financial condition. 26 Table of Contents Failure to effectively manage and remediate attempts to gain or provide unauthorized access to certain features of our Service could have an adverse impact on our business, operating results, and financial condition.
We are also not subject to Regulation FD under 30 Table of Contents the Exchange Act, which would prohibit us from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies.
We are also not subject to Regulation FD under the Exchange Act, which would prohibit us from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies.
We cannot be certain that additional funds and financing will be available on reasonable terms when needed or at all, and our ability to secure funding may be affected by macroeconomic conditions including inflation and changes in interest rates, geopolitical conflict, tighter credit, currency fluctuations, and changes to fiscal or monetary policy.
We cannot be certain that additional funds and financing will be available on reasonable terms when needed or at all, and our ability to secure funding may be affected by macroeconomic conditions, including slower growth or recession, inflation and changes in interest rates, geopolitical conflict, tighter credit, currency fluctuations, and changes to fiscal or monetary policy.
Moreover, given that subscribers to our Premium Service are sourced primarily from converting users of our Ad-Supported Service (“Ad-Supported Users”), any failure to grow our Ad-Supported User base or convert them to our Premium Service may negatively impact our revenue. We face and will continue to face significant competition for users, their time, and advertisers.
Moreover, given that subscribers to our Premium Service are sourced primarily from converting users of our Ad-Supported Service (“Ad-Supported Users”), any failure to grow our Ad-Supported User base or convert them to our Premium Service may negatively impact our revenue. 5 Table of Contents We face and will continue to face significant competition for users, their time, and advertisers.
When the fair market value of our ordinary shares increases on a quarter-to-quarter basis, the accrued expense for social costs will increase, and when the fair market value of ordinary shares falls, the accrued expense will become a reduction in social costs expense, all other things being equal, including the number of vested stock options and the average exercise price remaining constant.
When the fair market value of our ordinary shares increases on a quarter-to-quarter basis, the accrued expense for social costs will increase, and when the fair market value of ordinary shares falls, there will be a reduction in social costs expense, all other things being equal, including the number of vested stock options and the average exercise price remaining constant.
In 12 Table of Contents addition, publishers’ fractional ownership of shares of musical compositions may enhance their leverage, as the loss of rights to a major publisher catalog would force us to take down a significant portion of popular repertoire in the applicable territory or territories, which would significantly disadvantage us in such territory or territories.
In addition, publishers’ fractional ownership of shares of musical compositions may enhance their leverage, as the loss of rights to a major publisher catalog would force us to take down a significant portion of popular repertoire in the applicable territory or territories, which would significantly disadvantage us in such territory or territories.
If the information provided to us does not comprehensively or accurately identify the ownership of musical compositions, or if we are unable to determine which musical compositions correspond to specific sound recordings, it may be difficult or impossible to identify the appropriate rights holders from whom to obtain licenses or to whom to pay royalties.
If the information provided to us does not comprehensively or accurately identify the ownership of musical compositions, or if we are unable to determine which musical compositions correspond to specific sound recordings and audiovisual works, it may be difficult or impossible to identify the appropriate rights holders from whom to obtain licenses or to whom to pay royalties.
Copyright Royalty Board. That limitation of liability is contingent upon following various 14 Table of Contents procedural steps outlined in the MMA and there is a risk that we can be found to not have properly followed those steps (which could expose us to the risk of increased financial liability in litigations).
Copyright Royalty Board. That limitation of liability is contingent upon following various procedural steps outlined in the MMA and there is a risk that we can be found to not have properly followed those steps (which could expose us to the risk of increased financial liability in litigations).
These competitive risks are heightened because some of our competitors have more extensive hardware, software, and service offerings, longer histories, larger user bases, increased brand recognition, 5 Table of Contents more experience in the markets in which we compete, and greater overall resources than we do.
These competitive risks are heightened because some of our competitors have more extensive hardware, software, and service offerings, longer histories, larger user bases, increased brand recognition, more experience in the markets in which we compete, and greater overall resources than we do.
In addition to statutory enforcement, a data breach has in the past and could in the future lead to compensation claims by affected individuals 20 Table of Contents (including consumer advocacy groups). It could also lead to negative publicity and a potential loss of business as a result of customers losing trust in us.
In addition to statutory enforcement, a data breach has in the past and could in the future lead to compensation claims by affected individuals (including consumer advocacy groups). It could also lead to negative publicity and a potential loss of business as a result of customers losing trust in us.
Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may 28 Table of Contents prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting.
Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due from starting.
These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business, our business, operating results, and financial condition would be harmed. 8 Table of Contents Failure to convince advertisers of the benefits of our advertising offerings could harm our business, operating results, and financial condition.
These investments may not result in increased revenue or growth in our business. If we fail to continue to grow our revenue and overall business, our business, operating results, and financial condition would be harmed. Failure to convince advertisers of the benefits of our advertising offerings could harm our business, operating results, and financial condition.
This could negatively impact investor sentiment for the Company, and as a result, the price for our ordinary shares. Approximately 18% of our employees are in Sweden.
This could negatively impact investor sentiment for the Company, and as a result, the price for our ordinary shares. Approximately 17% of our employees are in Sweden.
In March 2024, the European Commission found that Apple’s conduct was illegal under the European Union’s antitrust rules and fined Apple €1.84 billion. While the decision marked a historic milestone in our ongoing efforts to stop Apple’s anticompetitive behavior, we cannot assure you that Apple will comply with the decision in ways that materially improve our business.
In March 2024, the European Commission found that Apple’s conduct was illegal under the European Union (the “EU”)’s antitrust rules and fined Apple €1.84 billion. While the decision marked a historic milestone in our ongoing efforts to stop Apple’s anticompetitive behavior, we cannot assure you that Apple will comply with the decision in ways that materially improve our business.
Changes to these estimates could either benefit or adversely affect our results of operations and financial condition. Financial commitments required under certain of our license agreements may limit our operating flexibility and may adversely affect our business, operating results, and financial condition. Certain of our license agreements contain minimum guarantees or require other financial commitments.
Changes to these estimates could either benefit or adversely affect our results of operations and financial condition. 14 Table of Contents Financial commitments required under certain of our license agreements may limit our operating flexibility and may adversely affect our business, operating results, and financial condition. Certain of our license agreements contain minimum guarantees or require other financial commitments.
Consolidated Statements and Other Financial Information—Legal or Arbitration Proceedings.” Risks Related to Intellectual Property Assertions by third parties of infringement or other violation by us of their intellectual property rights could harm our business, operating results, and financial condition.
Consolidated Statements and Other Financial Information—Legal or Arbitration Proceedings.” 15 Table of Contents Risks Related to Intellectual Property Assertions by third parties of infringement or other violation by us of their intellectual property rights could harm our business, operating results, and financial condition.
In addition, advertisers generally rely on third-party measurement services to calculate metrics related to our advertising business, and these third-party measurement services may not reflect our true audience. Some of our demographic data also may be incomplete or inaccurate because users self-report their names and dates of birth or because we receive them from other third parties.
In addition, advertisers generally rely on third-party measurement services to calculate metrics related to our advertising business, and these third-party measurement services may not reflect our true audience. Some of our demographic data also may be incomplete or inaccurate because users self-report them or because we receive them from other third parties.
In addition, advertisers may not wish to have their brand associated with certain types of content and if we cannot reliably exclude their ads from certain types of content, our business relationships may also be negatively 10 Table of Contents impacted.
In addition, advertisers may not wish to have their brand associated with certain types of content and if we cannot reliably exclude their ads from certain types of content, our business relationships may also be negatively impacted.
Our ability to attract, retain, and motivate employees may also be adversely affected by stock price volatility. We may require additional capital to support our strategic objectives, and this capital might not be available on acceptable terms, if at all. We may require additional funds to achieve our strategic objectives or respond to business challenges.
Our ability to attract, retain, and motivate employees may also be adversely affected by stock price volatility. 24 Table of Contents We may require additional capital to support our strategic objectives, and this capital might not be available on acceptable terms, if at all. We may require additional funds to achieve our strategic objectives or respond to business challenges.
We currently intend to retain any future earnings for working capital and general corporate purposes and do not expect to pay dividends or other distributions on our ordinary shares in the foreseeable future.
We currently intend to retain any future earnings for working capital, general corporate purposes, and opportunistic share repurchases, and do not expect to pay dividends or other distributions on our ordinary shares in the foreseeable future.
The GDPR and UK GDPR each impose significant penalties for non-compliance (up to EUR 20 million/£17.5 million, or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher), as well as non-monetary penalties that could adversely affect our business, operations, and financial condition.
The GDPR imposes significant penalties for non-compliance (up to EUR 20 million/£17.5 million, or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher), as well as non-monetary penalties that could adversely affect our business, operations, and financial condition.
The duration of our license agreements that contain minimum guarantees is frequently between one and three years, but subscribers to our Subscription Offerings ("Premium Subscribers") may cancel their subscriptions at any time.
The duration of our license agreements that contain minimum guarantees is frequently between one and three years, but subscribers to our Subscription Offerings (“Premium Subscribers”) may cancel their subscriptions at any time.
The occurrence of any of these events could result in interruptions in our services and unauthorized access to, or alteration of, the content and data contained in our systems or stored by third parties and delivered on our behalf.
The occurrence of any of these events could result in interruptions in our services, unauthorized access to, or alteration of, the content and data contained in our systems or stored by third parties and delivered on our behalf, and otherwise disrupt our operations.
While we have a large catalog of music, podcasts, and audiobooks available to stream, we must continuously identify and analyze additional content that our users will enjoy and we may not effectively do so.
While we have a large catalog of music, podcasts, audiobooks, and other content available, we must continuously identify and analyze additional content that our users will enjoy and we may not effectively do so.
An accrual and expense is recognized when it is probable that we will make additional royalty payments under these terms. 13 Table of Contents We cannot assure you that the internal controls and systems we use to determine royalties payable will always be effective.
An accrual and expense is recognized when it is probable that we will make additional royalty payments under these terms. We cannot assure you that the internal controls and systems we use to determine royalties payable will always be effective.
As of December 31, 2024, we had $1,500 million principal amount of indebtedness as a result of the 0% Exchangeable Senior Notes due 2026 (“Exchangeable Notes”) offering. We may also incur additional indebtedness to meet future financing needs.
As of December 31, 2025, we had approximately US$1,500 million principal amount of indebtedness as a result of the 0% Exchangeable Senior Notes due 2026 (“Exchangeable Notes”) offering. We may also incur additional indebtedness to meet future financing needs.
Discussions on Pillar One are ongoing. The proliferation of digital services taxes and similar taxes, which are generally revenue-based tax measures, may continue unless broader international tax reform is implemented. The OECD and participating countries continue to issue administrative guidance related to Pillar Two.
The proliferation of digital services taxes and similar taxes, which are generally revenue-based tax measures, may continue unless broader international tax reform is implemented. The OECD and participating countries continue to issue administrative guidance related to Pillar Two.
The adoption or modification of laws or regulations relating to the internet or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business.
The adoption or modification of laws or regulations relating to the digital economy or other areas of our business could limit or otherwise adversely affect the manner in which we currently conduct our business.
Many of our license agreements are complex and impose numerous obligations on us, including obligations to, among other things: • meet certain user and other targets in order to secure certain licenses and royalty rates; • calculate and make payments based on complex royalty structures, which requires tracking usage of content on our Service that may have inaccurate or incomplete metadata necessary for such calculation; • provide periodic reports on the exploitation of the content; • provide advertising inventory at discounted rates or on other favorable terms; • comply with certain service offering restrictions; and • comply with certain marketing and advertising restrictions; and comply with certain security and technical specifications.
Many of our license agreements are complex and impose numerous obligations on us, including obligations to, among other things: • meet certain user and other targets in order to secure certain licenses and royalty rates; • calculate and make payments based on complex royalty structures, which requires tracking usage of content on our Service that may have inaccurate or incomplete metadata necessary for such calculation; • provide periodic reports on the exploitation of the content; • provide advertising inventory at discounted rates or on other favorable terms; • comply with certain service offering restrictions; • comply with certain marketing and advertising restrictions; and • comply with certain security and technical specifications. 13 Table of Contents Many of our license agreements grant the licensor the right to audit our compliance with the terms and conditions of such agreements.
Our users may also exercise their option not to share certain personal data for a number of reasons, and current and future data privacy laws and regulations may further impede our ability to stream personalized content or offer targeted advertising and promotional opportunities to users on the Service.
Our users may also exercise their option to opt out of tailored advertising or otherwise not to share certain personal data for a number of reasons, and current and future data privacy laws and regulations may further impede our ability to stream personalized content or offer targeted advertising and promotional opportunities to users of the Service.
Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy aspects of our product and brand features, make unauthorized use of original content we make available on our platform, or obtain and use our trade secrets and other confidential information. Moreover, policing our intellectual property rights is difficult and time-consuming.
Despite our efforts to protect our intellectual property rights, unauthorized parties may attempt to copy aspects of our products, services, technologies, and brand features, make unauthorized use of content we make available on our platform, or obtain and use our trade secrets and other confidential information. Moreover, policing our intellectual property rights is difficult and time-consuming.
We frequently make decisions that may reduce our short-term revenue or profitability if we 7 Table of Contents believe that the decisions benefit the aggregate user experience and will thereby improve our financial performance over the long term.
We frequently make decisions that may reduce our short-term revenue or profitability if we believe that the decisions benefit the aggregate user experience and will thereby improve our financial performance over the long term.
Our ability to attract and retain advertisers, and to maintain and increase advertising revenue, depends on a number of factors, including: • increasing the number of Ad-Supported Users and the level of our users’ engagement with content on our Service; • user demographics and engagement patterns that make us more or less attractive to advertisers; • providing a content portfolio that sustains or increases the value of our advertisements; • keeping pace with changes in technology and our competitors; • competing effectively for advertising dollars with other online and mobile marketing and media companies; • maintaining and growing our relationships with marketers, agencies, and other demand sources who purchase advertising inventory from us; • maintaining and growing our relationships with podcast publishers and other creators who provide us with sources of advertising inventory that we can monetize; • impact from the macroeconomic environment on advertisers; • implementing and maintaining an effective infrastructure for campaign and order management; • managing adverse legal developments relating to advertising, including changes mandated or prompted by legislation, regulation, executive actions, or litigation regarding the collection, use, and sharing of personal data for advertising-related purposes; • continuing to develop and diversify our advertising platform and offerings, which currently include delivery of advertising products through multiple delivery channels, including traditional computers, mobile, and other connected devices, and multiple content types, including podcasts; and • convincing advertisers of the value of innovations to our current advertising offerings.
Our ability to attract and retain advertisers, and to maintain and increase advertising revenue, depends on a number of factors, including: • increasing the number of Ad-Supported Users and the level of our users’ engagement with content on our Service; • user demographics and engagement patterns that make us more or less attractive to advertisers; • providing a content portfolio that sustains or increases the value of our advertisements; • keeping pace with changes in technology and our competitors; • competing effectively for advertising dollars with other online and mobile marketing and media companies; • maintaining and growing our relationships with marketers, agencies, demand side platforms, and other sources of advertising demand who purchase advertising inventory from us; • maintaining and growing our relationships with creators who provide us with sources of advertising inventory that are both monetizable and attractive; • impact from the macroeconomic environment on advertisers; • maintaining an effective infrastructure for campaign and order management; • managing adverse legal developments relating to advertising, including changes mandated or prompted by legislation, regulation, executive actions, or litigation regarding the collection, use, and sharing of personal data for advertising-related purposes; • continuing to develop our advertising platform and offerings, which currently include delivery of advertising products through multiple delivery channels, including traditional computers, mobile, and other connected devices, and multiple content types, including podcasts; and • convincing advertisers of the value of innovations to our current advertising offerings, including our automated buying channels such as the Spotify Ad Exchange.
Given the current unsettled nature of the legal and regulatory environment surrounding AI, our AI features and our 19 Table of Contents use, training, and implementation of AI could subject us to new or enhanced governmental or regulatory scrutiny, product restrictions, social and ethical issues, negative consumer perceptions and reputational harm, intellectual property disputes, compliance costs, and other issues, including issues related to cybersecurity and data privacy.
Given the rapidly evolving nature of the legal and regulatory environment surrounding AI, our AI features and our use, training, and implementation of AI could subject us to new or enhanced governmental or regulatory scrutiny, product restrictions, social and ethical issues, negative consumer perceptions and reputational harm, intellectual property disputes, compliance costs, and other issues, including issues related to cybersecurity and data privacy.
We also may not achieve the anticipated benefits from any acquisition or investment due to a number of factors, including: • unanticipated costs or liabilities associated with the acquisition or investment, including intellectual property infringement claims and other liabilities for activities of the acquired company before the acquisition; • incurrence of acquisition- or investment-related costs; • diversion of management’s attention from other business concerns; • regulatory uncertainties; • risks related to integrating the acquired company’s various systems and processes and ensuring compliance with applicable requirements, including those with respect to privacy, data security, or credit card processing; • implementation or improvement of controls, procedures, and policies at the acquired company; • harm to our existing business relationships with business partners and advertisers; • harm to our brand and reputation; • challenges in integrating acquired employees; • potential loss of key employees and/or labor disputes; and • diversion of resources, including cash, that are needed in other parts of our business.
We also may not achieve the anticipated benefits from any acquisition or investment due to a number of factors, including: • unanticipated costs or liabilities associated with the acquisition or investment, including intellectual property infringement claims and other liabilities for activities of the acquired company before the acquisition; • incurrence of acquisition- or investment-related costs; • diversion of management’s attention from other business concerns; • regulatory uncertainties; • risks related to integrating the acquired company’s various systems and processes and ensuring compliance with applicable requirements, including those with respect to privacy, data security, or credit card processing; • implementation or improvement of controls, procedures, and policies at the acquired company; • harm to our existing business relationships with business partners and advertisers; • harm to our brand and reputation; • challenges in integrating acquired employees; • potential loss of key employees and/or labor disputes; and • diversion of resources, including cash, that are needed in other parts of our business. 11 Table of Contents If we acquire or invest in other companies, these acquisitions or investments may reduce our operating margins for the foreseeable future.
Our indebtedness could have significant negative consequences for our shareholders and our business, operating results, and financial condition by, among other things: • increasing our vulnerability to adverse economic and industry conditions; • limiting our ability to obtain additional financing; • requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes; • limiting our flexibility to plan for, or react to, changes in our business; • diluting the interests of our existing shareholders as a result of issuing ordinary shares upon exchange of the Exchangeable Notes; and • placing us at a possible competitive disadvantage with competitors that are less leveraged than we are or have better access to capital.
Our indebtedness could have significant negative consequences for our shareholders and our business, operating results, and financial condition by, among other things: • increasing our vulnerability to adverse economic and industry conditions; • limiting our ability to obtain additional financing; • requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes; • limiting our flexibility to plan for, or react to, changes in our business; and • placing us at a possible competitive disadvantage with competitors that are less leveraged than we are or have better access to capital.
We may not succeed in capturing a greater share of our advertisers’ core marketing budgets, particularly if we are unable to achieve the scale, reach, frequency, products, and market penetration necessary to demonstrate the effectiveness of our advertising solutions, or if our advertising model proves ineffective or not competitive when compared to other alternatives and platforms through which advertisers choose to invest their budgets.
We may not succeed in capturing a greater share of our advertisers’ core marketing budgets, particularly if we are unable to achieve the scale, reach, frequency, products, and market penetration necessary to demonstrate the effectiveness of our advertising solutions, or if our advertising model proves ineffective or not competitive when compared to other alternatives and platforms through which advertisers choose to invest their budgets. 9 Table of Contents Selling advertisements requires that we demonstrate to advertisers that our advertising offerings are effective.
For the year ended December 31, 2024, we recorded a social cost expense related to share-based compensation of €291 million compared to a €71 million expense for the year ended December 31, 2023.
For the year ended December 31, 2025, we recorded a social cost expense related to share-based compensation of €125 million compared to a €291 million expense for the year ended December 31, 2024.
We are subject to various laws relating to the collection, use, retention, security and transfer of personal data, including the General Data Protection Regulation (“GDPR”) and its UK equivalent (“UK GDPR”), which impose stringent operational requirements regarding, among others, data use, sharing and processing, data breach notifications, data subject rights, transparency, and cross-border data transfers for entities established in the European Economic Area (“EEA”) or UK, and/or processing personal data of EEA or UK individuals.
We are subject to various laws relating to the collection, use, retention, security and transfer of personal data, including the EU General Data Protection Regulation and its UK equivalent (collectively, the “GDPR”), which impose stringent operational requirements regarding, among others, data use, sharing and processing, data breach notifications, data subject rights, transparency, and cross-border data transfers out of the European Economic Area (“EEA”) or UK, and/or processing personal data of EEA or UK individuals.
Applicable laws and regulations, including those relating to data security and privacy, and operating systems’ practices and policies may impact our ability to collect user information and provide personalized content.
Applicable laws and regulations, including those relating to AI, digital services and online safety, data security and privacy, and operating systems’ practices and policies, may impact our ability to collect user information and provide personalized content.
Both our own systems and those of third parties are vulnerable to damage or interruption from natural disasters (such as earthquakes or fires, droughts, flooding, or storms), temperature or precipitation extremes, changes in meteorological patterns, water shortages, power loss, telecommunications failures, cyberattacks, and similar events. Global climate change could increase the intensity or frequency of certain such events.
Both our own systems and those of third parties are vulnerable to damage or interruption from natural disasters (such as earthquakes or fires, droughts, flooding, or storms), temperature or precipitation extremes, changes in meteorological patterns, water shortages, power loss, telecommunications failures, cyberattacks, and similar events.
In particular, most of the jurisdictions in which we conduct business have detailed transfer pricing rules, which require that all transactions with non-resident related parties be priced using arm’s length pricing principles within the meaning of such rules. We are subject to ongoing tax audits in several jurisdictions, and most of these audits involve transfer pricing matters.
In particular, most of the jurisdictions in which we conduct business have detailed transfer pricing rules, which require that all transactions with non-resident related parties be priced using arm’s length pricing principles within the meaning of such rules. We are subject to ongoing tax audits in several jurisdictions. Tax authorities in certain jurisdictions have challenged our tax positions.
As these trends in the industry continue to evolve, our advertising revenue may be adversely affected by the availability, accuracy, and utility of analytics and measurement technologies as well as our ability to successfully implement and operationalize such technologies and standards.
Our advertising revenue may be adversely affected by the availability, accuracy, and utility of analytics and measurement technologies as well as our ability to successfully implement and operationalize such technologies and standards.
Failure to compete successfully against our current or future competitors could result in the loss of current or potential advertisers, a reduced share of our advertisers’ overall marketing budget, the loss of existing or potential users, or diminished brand strength, which could adversely affect our pricing and margins, lower our revenue, increase our research and development and marketing expenses, and prevent us from maintaining profitability.
Failure to compete successfully against our current or future competitors could result in the loss of current or potential advertisers, a reduced share of our advertisers’ overall marketing budget, the loss of existing or potential users, or diminished brand strength, which could adversely affect our pricing and margins, lower our revenue, increase our research and development and marketing expenses, and prevent us from maintaining profitability. 6 Table of Contents We face many risks associated with our international operations.
We also face increasing competition because of new or emerging technologies, including artificial intelligence (“AI”), and changes in market conditions.
We also face increasing competition because of new or emerging technologies, including AI, and changes in market conditions.
For the year ended December 31, 2024, this content accounted for approximately 71% of streams of audio content delivered by record labels.
For the year ended December 31, 2025, this content accounted for approximately 72% of streams of audio content delivered by record labels.
Our brand may be impaired by a number of other factors, including a decline in the quality or quantity of the content available on our Service, product or technical performance failures, or other reputational issues.
Our brand may be impaired by a number of other factors, including limits to our brand’s trademark protection around the world, a decline in the quality or quantity of the content available on our Service, product or technical performance failures, or other reputational issues.
These laws and regulations may be interpreted and applied in a manner that is inconsistent from country to country and inconsistent with our current policies and practices and in ways that could harm our business, particularly in the new and rapidly evolving industry in which we operate.
As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied in a manner that is inconsistent from country to country and inconsistent with our current policies and practices and in ways that could harm our business.
They accounted for a total of 727,749 in vested options as of December 31, 2024 compared to a total of 1,651,217 in vested options as of December 31, 2023. We cannot accurately predict how many of their vested options will remain outstanding.
They accounted for a total of 894,245 in vested options as of December 31, 2025 compared to a total of 727,749 in vested options as of December 31, 2024. We cannot accurately predict how many of their vested options will remain outstanding.
We cannot assure you that our efforts to prevent the incorporation of licenses that would require us to disclose code and/or innovations in our products will always be successful, as we do not exercise complete control over the development efforts of our programmers, and we cannot be certain that our programmers have not used software that is subject to such licenses or that they will not do so in the future.
We cannot assure you that our efforts to prevent the incorporation of licenses that would require us to disclose code and/or innovations in our products will always be successful, as we do not exercise complete control over the development efforts of our programmers, we cannot be certain that our programmers have not used software that is subject to such licenses or that they will not do so in the future, and we cannot be certain whether “open source” licensed software we use may be subject to third party intellectual property allegations outside of our control.
As of December 31, 2024, we have estimated future financial commitments of €4.4 billion under license agreements for the use of licensed content.
As of December 31, 2025, we have estimated future financial commitments of €2.7 billion under license agreements for the use of licensed content.
Additionally, we expect to continue to expend substantial financial and other resources on: • securing top-quality content from leading record labels, distributors, aggregators, and other content owners or providers, as well as any rights to works contained in that content; • our technology infrastructure, including development tools, scalability, availability, performance, security, and disaster recovery measures; • research and development, including investments in our research and development and the development of new features, forms of content, and other products or services; • sales and marketing, including costs related to our field sales organization and advertising globally; • international operations in an effort to maintain and increase our user base, engagement, and sales; and • general administration, including legal and accounting expenses.
If our revenue growth rate declines, our financial performance may be adversely affected. 8 Table of Contents Additionally, we expect to continue to expend substantial financial and other resources on: • securing top-quality content from leading record labels, distributors, aggregators, publishers, and other content owners or providers, as well as any rights to works contained in that content; • our technology infrastructure, including development tools, scalability, availability, performance, security, and disaster recovery measures; • research and development, including investments in our research and development and the development of new features, forms of content, and other products or services; • sales and marketing, including costs related to our advertising sales operations and consumer marketing operations; • our investments in advertising systems; • our investments in AI initiatives; • international operations in an effort to maintain and increase our user base, engagement, and sales; and • general administration, including legal and accounting expenses.
However, the impact of the shift in measurement from downloads to real impressions on our advertising revenue remains uncertain, as is its acceptance by our advertising partners or our ability to scale this technology successfully. Further, the digital advertising industry increasingly uses data-driven technologies and advertising products, such as automated buying.
However, the impact of the shift in measurement from downloads to real impressions on our advertising revenue remains uncertain, as is its wide-scale adoption by our advertising partners and providers of advertising inventory. Further, the digital advertising industry increasingly uses data-driven technologies and advertising products, such as automated buying.
These advertising products and programmatic technologies may not integrate with our Service and if we are unable to deploy effective solutions to monetize the device usage by our user base, our ability to attract advertising spend, and ultimately our advertising revenue, may be adversely affected.
These advertising products and programmatic technologies may not integrate with our Service and if we are unable to deploy effective solutions to sell and monetize our advertising inventory, our ability to attract advertising spend, and ultimately our advertising revenue, may be adversely affected.

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Risk Factors—Risks Related to Our Business Model, Strategy, and Performance—We face and will continue to face significant competition for users, their time, and advertisers.” In addition to competing directly with other providers of music, podcasts, and audiobooks listed above, we also compete for customers’ time and attention with a broad array of other media platforms.
Risk Factors—Risks Related to Our Business Model, Strategy, and Performance—We face and will continue to face significant competition for users, their time, and advertisers.” In addition to competing directly with other providers of music, podcasts, and audiobooks listed above, we also compete for customers’ time and attention with a broad array of other media and entertainment platforms.
We also lease other offices in Sweden and lease office space in other jurisdictions, including Argentina, Australia, Belgium, Brazil, Canada, Denmark, France, Germany, India, Indonesia, Ireland, Italy, Japan, Luxembourg, Mexico, Netherlands, Singapore, South Africa, Spain, Taiwan, the United Arab Emirates, and the United Kingdom.
We also lease other offices in Sweden and lease office space in other jurisdictions, including Argentina, Australia, Belgium, Brazil, Canada, Denmark, France, Germany, India, Indonesia, Ireland, Italy, Japan, Luxembourg, Mexico, Netherlands, Singapore, South Africa, South Korea, Spain, Taiwan, the United Arab Emirates, and the United Kingdom.
We generate revenue for our Ad-Supported segment primarily from the sale of display, audio, and video advertising delivered through advertising impressions. We generally enter into arrangements with advertising agencies that purchase advertising on behalf of their clients and we also enter into arrangements directly with some large advertisers.
We generate revenue for our Ad-Supported segment primarily from the sale of display, audio, and video advertising delivered through advertising impressions. We enter into arrangements with advertising agencies that purchase advertising on behalf of their clients and we also enter into arrangements directly with some large advertisers.
Through SPAN, we provide hosting and ad-insertion capabilities for audio publishers that allow us to sell targeted advertising to brand partners that enables them to reach listeners both on and off our platform. Most of these agreements require us to share associated revenues and can include minimum guarantees. In addition, certain of our two-sided marketplace offerings result in advertising revenues.
Through SPAN, we provide ad-insertion capabilities for audio publishers that allow us to sell targeted advertising to brand partners that enables them to reach listeners both on and off our platform. Most of these agreements require us to share associated revenues and can include minimum guarantees. In addition, certain offerings within our two-sided marketplace result in advertising revenues.
Currently, we occupy approximately 226,000 and 378,000 square feet of these offices, respectively. The remaining space has been vacated and is intended for sublease, with certain portions already subleased. We also lease regional offices in Los Angeles, California; Miami, Florida; Boston, Massachusetts; Minneapolis, Minnesota; Nashville, Tennessee; and Washington D.C.
Currently, we occupy approximately 226,000 and 378,000 square feet of these offices, respectively. The remaining space has been vacated and is intended for sublease, with certain portions already subleased. We also lease regional offices in Los Angeles, California; Miami, Florida; Boston, Massachusetts; Nashville, Tennessee; and Washington D.C.
We believe offering a more diverse selection of content will lead to a more enriching experience and higher user engagement. Every day, fans from around the world trust our brand to guide them to entertainment that they would never have discovered on their own.
We believe offering a wider selection of content will lead to a more enriching experience and higher user engagement. Every day, fans from around the world trust our brand to guide them to entertainment that they would never have discovered on their own.
We believe our Ad-Supported Service is a strong and viable stand-alone product with considerable long-term opportunity for growth in Ad-Supported Users and revenue. We are currently in 184 countries and territories. On a geographic basis, all four of our major regions are growing.
We believe our Ad-Supported Service is a strong and viable stand-alone product with considerable long-term opportunity for growth in Ad-Supported Users and revenue. We currently offer our services in 184 countries and territories. On a geographic basis, all four of our major regions are growing.
Specifically, we compete with: • free and/or subscription-based digital music streaming providers, such as Apple Music, YouTube Music, Amazon Music, Deezer, Joox, Pandora, and SoundCloud, for high-quality music content and the time and attention of our users; • online or offline providers of on-demand music, which may be purchased, downloaded, owned, or available for free, such as iTunes audio files, MP3s, or CDs; • providers of internet radio, some of which, such as Pandora, may leverage their advantage in content library, territorial coverage, existing infrastructure, and brand recognition to introduce additional streaming or on-demand music features to enhance user experience; • well-established providers of terrestrial radio, which often offer content that is free, unique and accessible; many terrestrial radio stations also broadcast digital signals providing high-quality audio transmission; • providers of satellite radio, such as SiriusXM, which may offer extensive and exclusive news, comedy, sports and talk content, and national signal coverage; • podcast streaming providers, such as Apple Podcasts, YouTube, Audible, Facebook, Pandora, Deezer, and TuneIn, for high-quality podcasts and time and attention of our users; a growing variety of these podcast providers seek to differentiate their service through content offering, product features, and monetization ability; • podcast creation and hosting platforms, including Acast, Buzzsprout, Podbean, and Libsyn; • audiobook content providers, such as Amazon’s Audible, Apple Books, Google Audiobooks, Librivox, Kobo Audiobooks, Downpour, Storytel, and BookBeat, for the rights to distribute content and time and attention of our users; • companies that offer advertising inventory and opportunities, including large online advertising platforms and networks such as Alphabet, Meta, Amazon, Microsoft, Snap, Pinterest, iHeartMedia, and Pandora.
Specifically, we compete with: • free and/or subscription-based digital music streaming providers, such as Apple Music, YouTube Music, Amazon Music, Deezer, Joox, Pandora, and SoundCloud, for high-quality music content and the time and attention of our users; • online or offline providers of on-demand music, which may be purchased, downloaded, owned, or available for free, such as iTunes audio files, MP3s, or CDs; • providers of internet radio, some of which, such as Pandora, iHeartRadio, and TuneIn, may leverage their advantage in content library, territorial coverage, existing infrastructure, and brand recognition to introduce additional streaming or on-demand music features to enhance user experience; • well-established providers of terrestrial radio, which often offer content that is free, unique and accessible; many terrestrial radio stations also broadcast digital signals providing high-quality audio transmission; • providers of satellite radio, such as SiriusXM, which may offer extensive and exclusive news, comedy, sports and talk content, and national signal coverage; • podcast streaming providers, such as Apple Podcasts, YouTube, Amazon’s Audible, Facebook, Pandora, Deezer, iHeartPodcasts, Amazon’s Wondery, and TuneIn, for high-quality podcasts and time and attention of our users; a growing variety of these podcast providers seek to differentiate their service through content offering, product features, and monetization ability; • podcast creation and hosting platforms, including Acast, Buzzsprout, Podbean, Spreaker, Simplecast, and Libsyn; 38 Table of Contents • audiobook content providers, such as Amazon’s Audible, Apple Books, Google Audiobooks, Librivox, Kobo Audiobooks, Downpour, Storytel, and BookBeat, for the rights to distribute content and time and attention of our users; • companies that offer advertising inventory and opportunities, including large online advertising platforms and networks such as Alphabet, Meta, Amazon, Microsoft, Snap, Pinterest, iHeartMedia, and Pandora.
Organizational Structure The Company’s principal subsidiaries as at December 31, 2024 are as follows: Name Principal activities Proportion of voting rights and shares held (directly or indirectly) Country of incorporation Spotify AB Main operating company 100 % Sweden Spotify USA Inc.
Organizational Structure The Company’s principal subsidiaries as at December 31, 2025 are as follows: Name Principal activities Proportion of voting rights and shares held (directly or indirectly) Country of incorporation Spotify AB Main operating company 100 % Sweden Spotify USA Inc.
With respect to podcasts in both audio-only and video formats that we produce or commission, we typically enter into multi-year commitments. Payment terms for content that we produce or commission will often require partial payments in advance of complete delivery of content.
With respect to podcasts in both audio-only and audiovisual formats that we produce or commission, we typically enter into multi-year commitments. Payment terms for content that we produce or commission will often require partial payments in advance of complete delivery of content.
We offer a variety of subscription pricing plans for our Premium Service and Basic plan, including our Standard Plan, Family Plan, Duo Plan, and Student Plan, among others, to appeal to users with different lifestyles and across various demographics and age groups.
We offer a variety of subscription pricing plans for our Premium Service and Basic plan, including our Individual Plan, Family Plan, Duo Plan, and Student Plan, among others, to appeal to users with different lifestyles and across various demographics and age groups.
The Copyright Royalty Board set the rates for the Section 115 blanket compulsory license for calendar years 2023 to 2027 in proceedings known as the “Phonorecords IV” proceedings. In December 2022, the Copyright Royalty Board issued final regulations for the Phonorecords IV period.
In August 2023, the Copyright Royalty Board issued final regulations for the Phonorecords III period. The Copyright Royalty Board set the rates for the Section 115 blanket compulsory license for calendar years 2023 to 2027 in proceedings known as the “Phonorecords IV” proceedings. In December 2022, the Copyright Royalty Board issued final regulations for the Phonorecords IV period.
Ad-Supported Service Our Ad-Supported Service has no subscription fees and generally provides Ad-Supported Users with limited on-demand online access to our catalog of music and unlimited online access to our catalog of podcasts on their computers, tablets, mobile devices, and other smart devices.
Ad-Supported Our Ad-Supported Service has no subscription fees and provides Ad-Supported Users with limited on-demand online access to our catalog of music and unlimited online and offline access to our catalog of podcasts on their computers, tablets, mobile devices, and other smart devices.
Our pricing varies by plan and is adapted to each local market to align with consumer purchasing power, general cost levels, and willingness to pay for an audio service. Our Family Plan consists of one primary Premium Subscriber and up to five additional sub-accounts, allowing up to six Premium Subscribers per Family Plan subscription.
Our pricing varies by plan and is adapted to each local market to align with consumer purchasing power, general cost levels, and willingness to pay for an audio service. Our Family Plan consists of one primary Premium Subscriber and up to five additional sub-accounts, allowing up to six Premium Subscribers per Family Plan subscription, depending on the market.
Audiobook License Agreements with Audiobook Publishers and Authors With respect to audiobooks for which we obtain distribution rights directly from rights holders, we either negotiate licenses with audiobook publishers or authors or obtain rights through our owned and operated service, Findaway Voices by Spotify, that enables creators to distribute content to our Service after agreeing to comply with the applicable terms and conditions.
Audiobook License Agreements with Audiobook Publishers and Authors With respect to audiobooks for which we obtain distribution rights directly from rights holders, we either negotiate or obtain licenses with audiobook publishers or authors or obtain rights through our owned and operated service, Spotify for Authors, that enables creators to distribute content to our Service after agreeing to comply with the applicable terms and conditions.
The license agreements also allow for the record label to terminate the agreement in certain circumstances, including, for example, our 34 Table of Contents failure to pay sums due within a certain period, our breach of material terms, and in some situations that could constitute a “change of control” of Spotify.
The license agreements also allow for the record label to terminate the agreement in certain circumstances, including, for example, our failure to pay sums due within a certain period, our breach of material terms, and in some situations that could constitute a “change of control” of Spotify.
In addition, as we have entered into new markets where recurring subscription services are less common, we have expanded our subscription products to include prepaid options and durations other than monthly (both longer and shorter durations), as well as expanded payment options.
In addition, as we have entered into new markets where recurring subscription services are less common, we have expanded our subscription products to include prepaid options and durations other than monthly (both longer and shorter durations), as well as expanded payment options. We also bundle our services with other services.
These licenses are generally consumption-based, with royalties paid on a quarterly or monthly basis. In addition, we obtain the rights to produce and distribute audiobooks from book publishers and authors. License Agreement Extensions and Renewals 35 Table of Contents From time to time, our license agreements with certain rights holders and/or their agents expire while we negotiate their renewals.
These licenses are generally consumption-based, with royalties paid on a quarterly or monthly basis. In addition, we obtain the rights to produce and distribute audiobooks from book publishers and authors. License Agreement Extensions and Renewals From time to time, our license agreements with certain rights holders and/or their agents expire while we negotiate their renewals.
Spotify has transformed the way people access and enjoy music, podcasts, and audiobooks. Today, millions of people around the world have access to over 100 million music tracks and 6.5 million podcast titles through Spotify whenever and wherever they want.
Spotify has transformed the way people access and enjoy music, podcasts, and audiobooks. Today, millions of people around the world have access to over 100 million music tracks and 7 million podcast titles through Spotify whenever and wherever they want.
Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.” and “—Various existing, new, and changing laws and regulations as well as self-regulation and public concern related to privacy and data security pose the threat of lawsuits, regulatory fines, other liability and reputational harm, require us to expend significant resources, and may harm our business, operating results, and financial condition.” Human Capital At Spotify, we know that when our employees grow, Spotify grows.
Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or otherwise harm our business,” “—Various existing, new, and changing laws and regulations as well as self-regulation and public concern related to privacy and data security pose the threat of lawsuits, regulatory fines, other liability and reputational harm, require us to expend significant resources, and may harm our business, operating results, and financial condition,” and “—Our use of AI may adversely affect our business operations, reputation, or financial results.” Human Capital At Spotify, we know that when our employees grow, Spotify grows.
Sales, marketing, and other support services 100 % Italy D. Property, Plant and Equipment Spotify’s principal operational offices are located in Stockholm, Sweden and New York, New York, comprising approximately 485,000 and 594,000 square feet of office space, respectively, with lease terms expiring by December 2028 and April 2034, respectively.
Sales, marketing, and other support services 100 % Italy D. Property, Plant and Equipment Spotify’s principal operational offices are located in Stockholm, Sweden and New York, New York, comprising approximately 438,000 and 594,000 square feet of office space, respectively, with lease terms expiring by February 2037 and April 2034, respectively.
Government Regulation 36 Table of Contents We are subject to many U.S. federal and state, European, Luxembourg, and other foreign laws and regulations, including those related to privacy, data protection, content, intellectual property, advertising and marketing, competition, consumer protection, rights of publicity, health and safety, employment and labor, and taxation.
Government Regulation We are subject to many U.S. federal and state, European, Luxembourg, and other foreign laws and regulations, including those related to privacy, data protection, content, intellectual property, advertising and marketing, competition, machine learning and AI, consumer protection, rights of publicity, health and safety, employment and labor, and taxation.
Our agent for U.S. federal securities law purposes is Spotify USA Inc., 150 Greenwich Street, 63rd Floor, New York, New York 10007. B. Business Overview We are the world’s most popular audio streaming subscription service with a community of 675 million MAUs and 263 million Premium Subscribers across 184 countries and territories as of December 31, 2024.
Our agent for U.S. federal securities law purposes is Spotify USA Inc., 150 Greenwich Street, New York, New York 10007. B. Business Overview We are the world’s most popular audio streaming subscription service with a community of 751 million MAUs and 290 million Premium Subscribers across 184 countries and territories as of December 31, 2025.
Our Ad-Supported Users and Premium Subscribers spend significant time engaging with our Service. Combined, our audience streamed 190 billion hours of content for the year ended December 31, 2024, an increase of 15% compared to the year ended December 31, 2023.
Our Ad-Supported Users and Premium Subscribers spend significant time engaging with our Service. Combined, our audience streamed 211 billion hours of content for the year ended December 31, 2025, an increase of 11% compared to the year ended December 31, 2024.
Musical Composition License Agreements with Music Publishers We generally obtain licenses for two types of rights with respect to musical compositions: mechanical rights and public performance rights.
Musical Composition License Agreements with Music Publishers With respect to musical compositions, we generally obtain licenses for mechanical rights, public performance rights, and lyric rights.
As part of our Subscription Offerings, we also offer a Basic plan to eligible users in select markets that provides certain benefits of the Premium Service without the monthly audiobook listening time and an Audiobook Access Tier in the U.S. that provides specified hours of audiobook access a month without all of the benefits of the Premium Service.
As part of our Subscription Offerings, we offer a Basic plan to eligible users in select markets that provides certain benefits of the Premium Service but does not include features such as the monthly audiobook listening time, as well as an Audiobook Access Tier in the U.S. that provides specified hours of audiobook access a month without all of the benefits of the Premium Service.
These advertising arrangements are typically sold on a cost-per-thousand impressions (“CPM”) basis and are evidenced by contracts that specify the terms of the arrangement such as the type of advertising product, pricing, insertion dates, and number of impressions in a stated period (“Insertion Order”).
These direct advertising arrangements are typically sold on a cost-per-thousand impressions (“CPM”) basis and are evidenced by an insertion order that specifies the terms of the arrangement such as the type of advertising product, pricing, insertion dates, and number of impressions in a stated period.
We value innovation, sincerity, passion, collaboration, and playfulness. Our objective is to unlock the potential of human creativity by focusing on talent development, supported by robust compensation, benefits, health, safety and wellness programs, and a diverse, inclusive culture.
Our objective is to unlock the potential of human creativity by focusing on talent development, supported by robust compensation, benefits, health, safety and wellness programs, and an inclusive culture.
Our two fastest growing regions are Latin America, with 22% of our MAUs, an increase of 14% from December 31, 2023 to December 31, 2024, and the rest of the world, with 34% of our MAUs, an increase of 20% from December 31, 2023 to December 31, 2024.
Our two fastest growing regions are Latin America, with 21% of our MAUs, an increase of 10% from December 31, 2024 to December 31, 2025, and the rest of the world, with 37% of our MAUs, an increase of 21% from December 31, 2024 to December 31, 2025.
The majority of these agreements have a multi-year duration, are generally automatically renewable, and apply worldwide, but others, with local repertoire, are limited to specific territories. These agreements have financial and data reporting obligations and audit rights. We also offer marketplace programs, some of which may result in a discounted recording royalty rate.
The majority of these agreements have a multi-year duration, are generally automatically renewable, and apply worldwide, but others, with local repertoire, are limited to specific territories. These agreements have financial and data reporting obligations and audit rights.
Our brand reflects culture—and occasionally creates 32 Table of Contents it—by turning vast and intriguing listening data into compelling stories that remind people of the role music, podcasts, and other content play in their lives and encourage new fans to join Spotify each week.
Our brand reflects culture—and occasionally creates it—by turning vast and intriguing listening data into compelling stories that remind people of the role music, podcasts, and other content play in their lives and encourage new fans to join Spotify each week. 34 Table of Contents We continue to build a two-sided marketplace for users and creators, which leverages our platform relationships, data analytics, and software.
See Note 3 and Note 10 to our consolidated financial statements included elsewhere in this report for additional information. We believe that our existing facilities are adequate to meet current requirements and that suitable additional or substitute space will be available as needed to accommodate any further physical expansion of operations and for any additional offices. Item 4A.
We believe that our existing facilities are adequate to meet current requirements and that suitable additional or substitute space will be available as needed to accommodate any further physical expansion of operations and for any additional offices.
With our marketplace strategy, we are empowering creators by offering unique insights and developing new tools designed to give creators more power and control and by unlocking new monetization opportunities for creators and more ways to connect with fans.
We have been instrumental in reshaping the way in which our users enjoy, discover, and share audio content. With our marketplace strategy, we are empowering creators by offering unique insights and developing new tools designed to give creators more power and control and by unlocking new monetization opportunities for creators and more ways to connect with fans.
Since our founding in 2006, we have transformed the music industry by allowing users to move from a “transaction-based” experience of buying and owning music to an “access-based” model, which allows users to stream music on demand.
In select markets, eligible Premium Subscribers receive a specified number of hours of monthly access to a subscriber catalog containing 500,000 audiobooks. Since our founding in 2006, we have transformed the music industry by allowing users to move from a “transaction-based” experience of buying and owning music to an “access-based” model, which allows users to stream music on demand.
EDI not only contributes to a workplace where everyone can thrive but also powers innovation and helps bring our values to life. During 2024, we continued our efforts to build a team that attracts, grows, and retains talent from all backgrounds.
Inclusive workplace practices not only contribute to a workplace where everyone can thrive but also power innovation and help bring our values to life. During 2025, we continued our efforts to build a team that attracts, grows, and retains talent from all backgrounds and that prioritizes mental health and well-being.
Furthermore, we continue to focus on analytics and measurement tools to evaluate, demonstrate, and improve the effectiveness of advertising campaigns on our platform. The Spotify Audience Network (“SPAN”) is an audio advertising marketplace that connects advertisers to listeners across our owned and exclusive podcasts, podcasts from enterprise publishers via Megaphone, and podcasts from emerging creators via Spotify for Creators.
The Spotify Audience Network (“SPAN”) is an audio advertising marketplace that connects advertisers to listeners across our owned and exclusive podcasts, podcasts from enterprise publishers via Megaphone, and podcasts from emerging creators via Spotify for Creators.
Additionally, competition to attract and retain qualified personnel has historically been intense, especially for software engineers, designers, and product managers. We seek to compete by offering robust compensation, benefits, health, safety and wellness programs, and cultivating a diverse, inclusive culture.
Additionally, competition to attract and retain qualified personnel has historically been intense, especially for senior engineering talent, including those with expertise in AI. We seek to compete by offering robust compensation, benefits, health, safety and wellness programs, and cultivating an inclusive culture.
As a result of this initiative, during the years ended December 31, 2024 and 2023, we recognized non-cash impairment charges of €43 million and €123 38 Table of Contents million, respectively, which represents the write-down of these real estate assets, including lease right-of-use assets and property and equipment.
As a result of this initiative, during the years ended December 31, 2025 and 2024, we recognized non-cash impairment charges of €8 million and €43 million, respectively, which represents the write-down of these real estate assets, including lease right-of-use assets and property and equipment. See Note 10 to our consolidated financial statements included elsewhere in this report for additional information.
Podcast License Agreements with Podcasters and Podcast Networks With respect to podcasts in both audio-only and video formats that we license from others, we either negotiate licenses directly with individuals or entities or obtain rights through our owned and operated services, such as Spotify for Creators, that enable creators to distribute content to our Service after agreeing to comply with the applicable terms and conditions.
Our license agreements with local collecting societies and direct license agreements with publishers worldwide are generally in place for one to three years and provide for reporting obligations on both us and the licensor and auditing rights for the licensors. 37 Table of Contents Podcast License Agreements with Podcasters and Podcast Networks With respect to podcasts in both audio-only and audiovisual formats that we license from others, we either negotiate licenses directly with individuals or entities or obtain rights through our owned and operated services, such as Spotify for Creators, that enable creators to distribute content to our Service after agreeing to certain terms and conditions.
With respect to mechanical rights, in the United States, the rates that the Copyright Royalty Board set apply to compositions that we license under the compulsory license in Section 115 of the Copyright Act. In January 2021, we obtained a new blanket compulsory license available under U.S. law, administered by an entity called the Mechanical Licensing Collective.
In January 2021, we obtained a new blanket compulsory license available under U.S. law, administered by an entity called the Mechanical Licensing Collective. The Copyright Royalty Board set the rates for the Section 115 compulsory license for calendar years 2018 to 2022 in proceedings known as the “Phonorecords III” proceedings.
With the help of our internal talent marketplace, we also offer learning opportunities on the job by connecting employees with projects, jobs, and mentorships to support our internal mobility efforts. In our semi-annual development talks, managers and employees set a development plan for future development opportunities specific to each individual.
We also invest heavily in team development to promote the best conditions for leaders and employees to learn and execute. With the help of our internal talent marketplace, we also offer learning opportunities on the job by connecting employees with projects, jobs, and mentorships to support our internal mobility efforts.
We also continue to leverage our platform to raise awareness of the climate crisis by creating climate change content as well as curating content to make climate-related content more accessible to users. As we execute our sustainability initiatives, we expect to incur additional costs. Timing and investments to implement our sustainability initiatives are subject to uncertainties. See “Item 3.D.
We also continue to leverage our platform to raise awareness of climate change by supporting nature-related content as well as curating content to make climate-related content more accessible to users, and with awareness campaigns at festivals and other events. As we execute our sustainability initiatives, we expect to incur additional costs.
In addition to accessing our catalog on computers, tablets, and mobile devices, users can connect through speakers, receivers, televisions, cars, game consoles, and smart devices. The Premium Service offers a music listening experience without commercial breaks.
In select markets, Premium users can watch eligible video podcasts without interruptions from dynamically inserted advertisements. In addition to accessing our catalog on computers, tablets, and mobile devices, users can connect through speakers, receivers, televisions, cars, game consoles, and smart devices.
Europe is our largest region with 181 million MAUs, accounting for 27% of our total MAUs as of December 31, 2024, an increase of 7% from the prior year. In our North America region, MAUs increased by 4% from December 31, 2023 to December 31, 2024 and now account for 17% of our MAUs.
In Europe, our largest region accounting for 26% of our total MAUs as of December 31, 2025, MAUs increased by 6% from December 31, 2024 to December 31, 2025. In our North America region, MAUs increased by 3% from December 31, 2024 to December 31, 2025 and now account for 16% of our MAUs.
Additionally, new subscriber growth is also driven by the success of converting users from our trial programs to full-time Premium Subscribers. These trial campaigns typically offer certain features of our Premium Service for free or at a discounted price for a period of time.
These trial campaigns typically offer certain features of our Premium Service for free or at a discounted price for a period of time.
We provide development opportunities for both new and seasoned managers to learn how to lead, inspire their direct reports and peers, and shape organizational culture. We also invest heavily in team development to promote the best conditions for leaders and employees to learn and execute.
We host onboarding events and programs for new employees to learn about Spotify and how to grow their careers at Spotify. We provide development opportunities for both new and seasoned managers to learn how to lead, inspire their direct reports and peers, and shape organizational culture.
Royalty rates beginning on January 1, 2028 may differ from those in effect today and are subject to change as part of future Copyright Royalty Board proceedings.
Royalty rates beginning on January 1, 2028 may differ from those in effect today and are subject to change as part of future Copyright Royalty Board proceedings. We have also recently entered into licenses directly with certain publishers for audiovisual and other rights in the United States. Most of these licenses are in effect until late 2027.
They also often include marketing commitments, advertising inventory, financial and data reporting obligations, and numerous prescriptions about the manner in which the Spotify service is operated. Rights to sound recordings granted pursuant to these agreements accounted for approximately 71% of streams of audio content delivered by record labels for the year ended December 31, 2024.
These agreements require us to pay royalties. They also often include marketing commitments, advertising inventory, financial and data reporting obligations, and numerous prescriptions about the manner in which the Spotify service is operated.
Below is a summary of certain provisions of our license agreements relating to sound recordings and the musical compositions embodied therein (i.e., the musical notes and the lyrics), as well as podcasts, audiobooks, and other non-music content.
Below is a summary of certain provisions of our license agreements relating to sound recordings, audiovisual works, and the musical compositions embodied therein (i.e., the musical notes and the lyrics), as well as podcasts, audiobooks, and other non-music content. 36 Table of Contents Content License Agreements with Major and Independent Record Labels We have license agreements for sound recordings and audiovisual works with record label affiliates of the three largest music companies—Universal Music Group, Sony Music Entertainment, and Warner Music Group—as well as Merlin, which represents the digital rights on behalf of hundreds of independent record labels.
Premium Service Our Premium Service provides users with unlimited online and offline high-quality streaming access to our catalog of music and podcasts. In select markets, the Premium Service provides eligible users with limited online and offline streaming access to our catalog of audiobooks.
Premium Our Premium Service provides users with unlimited online and offline high-quality streaming access to our catalog of music and podcasts, including video in select markets. The Premium Service offers a music listening experience without commercial breaks. In select markets, the Premium Service provides Lossless music, allowing users to stream tracks in up to 24-bit/44.1 kHz FLAC.
Revenue from our Premium segment is a function of the price of our Subscription Offerings and the number of subscribers who subscribe to our Subscription Offerings. As of December 31, 2024 and 2023, we had 263 million and 236 million Premium Subscribers, respectively. New Premium Subscribers are primarily sourced from the conversion of our Ad-Supported Users.
As of December 31, 2025 and 2024, we had 290 million and 263 million Premium Subscribers, respectively. New Premium Subscribers are primarily sourced from the conversion of our Ad-Supported Users. Through both our online platform and external marketing efforts, we engage our Ad-Supported Users by highlighting key features that encourage conversion to our subscription offerings.
Additionally, we generate revenue through arrangements with certain advertising automated exchanges, an internal self-serve platform, and advertising marketplace programs to distribute advertising inventory for purchase on an auction or fixed CPM basis. These advertising arrangements typically specify the type of advertising product, pricing, insertion dates, and number of impressions in a stated period.
Additionally, we generate revenue through automated sales channels, including both internal and external advertising automated exchanges, our self-serve platform, and advertising marketplace programs to distribute advertising inventory for purchase on a biddable auction or fixed CPM basis. These arrangements are evidenced through submission of order placements through the platform and online acceptance of terms and conditions.
Our approach focuses on two main areas of impact—reducing our greenhouse gas (“GHG”) emissions and using our platform to inspire and support climate engagement and action among creators and listeners. 37 Table of Contents As a digital platform, the majority of our GHG emissions are Scope 3, which means they fall outside our direct control.
Our approach focuses on two main areas of impact—reducing our greenhouse gas (“GHG”) emissions and using our platform to inspire and support climate engagement and action among creators and listeners. We are teaming up with key partners, industry associates, and academic institutions to drive initiatives to reduce our GHG emissions.
Through Heart & Soul, our global mental health initiative, we focus on raising awareness and building knowledge, enabling self-care and professional support, and normalizing the conversation around mental health issues. Equity, Diversity and Impact Our Equity, Diversity and Impact (“EDI”) efforts focus on pay equity, fairness, and equal access to career growth opportunities.
Through Heart & Soul, our global mental health initiative, we focus on raising awareness and building knowledge, enabling self-care and professional support, and normalizing the conversation around mental health issues. 39 Table of Contents Learning & Inclusion We enable and empower our employees’ growth by offering a number of learning opportunities through a variety of platforms and delivery methods, including face-to-face sessions, virtual and online sessions, and coaching.
Generally, these license agreements have a multi-year duration, are not automatically renewable, and apply worldwide.
Rights to sound recordings granted pursuant to these agreements accounted for approximately 72% of streams of audio content delivered by record labels for the year ended December 31, 2025. Generally, these license agreements have a multi-year duration, are not automatically renewable, and apply worldwide.
Risk Factors—Risks Related to Our Operations—We are subject to risks associated with increased scrutiny of environmental, social, and governance matters.” C.
Timing and investments to implement our sustainability initiatives are subject to uncertainties. See “Item 3.D. Risk Factors—Risks Related to Our Operations—We may not be able to meet evolving stakeholder expectations relating to environmental, social, and governance (“ESG”) matters.” 40 Table of Contents C.
Premium partner subscription revenue is based on a per-subscriber rate in a negotiated partner agreement. We also bundle the Premium Service with other services.
Premium partner subscription revenue is based on a per-subscriber rate in a negotiated partner agreement. 35 Table of Contents Revenue from our Premium segment is a function of the price of our Subscription Offerings and the number of subscribers who subscribe to our Subscription Offerings.
Through both our online platform and external marketing efforts, we engage our Ad-Supported Users by 33 Table of Contents highlighting key features that encourage conversion to our subscription offerings. These efforts include product links, campaigns targeting existing users, and performance marketing across leading social media platforms.
These efforts include product links, campaigns targeting existing users, and performance marketing across leading social media platforms. Additionally, new subscriber growth is also driven by the success of converting users from our trial programs to full-time Premium Subscribers.
Removed
In select markets, over 350,000 audiobooks are available for à la carte purchase and eligible Premium Subscribers receive a specified number of hours of access a month to a subscriber catalog containing more than 200,000 audiobooks.
Added
In select markets, the Premium Service provides eligible users with limited online and offline streaming access to a catalog of audiobooks, with an optional Audiobooks+ recurring add-on introduced in 2025 that allows Premium Subscribers to unlock additional hours of audiobook listening per month beyond the base plan.
Removed
We continue to build a two-sided marketplace for users and creators, which leverages our platform relationships, data analytics, and software. We have been instrumental in reshaping the way in which our users enjoy, discover, and share audio content.
Added
These order placements typically specify the type of advertising product, pricing, insertion dates, and number of impressions in a stated period.
Removed
Sound Recording License Agreements with Major and Independent Record Labels We have license agreements with record label affiliates of the three largest music companies—Universal Music Group, Sony Music Entertainment, and Warner Music Group—as well as Merlin, which represents the digital rights on behalf of hundreds of independent record labels. These agreements require us to pay royalties.
Added
Furthermore, we continue to focus on analytics and measurement tools to evaluate, demonstrate, and improve the effectiveness of advertising campaigns on our platform. The Spotify Ad Exchange is a programmatic marketplace that enables advertisers to purchase advertising inventory campaigns through automated channels via real-time biddable auction buying.
Removed
The Copyright Royalty Board set the rates for the Section 115 compulsory license for calendar years 2018 to 2022 in proceedings known as the “Phonorecords III” proceedings. In August 2023, the Copyright Royalty Board issued final regulations for the Phonorecords III period.
Added
We also offer voluntary marketplace programs that allow eligible artists, labels, and distributors to engage with tools so that they can identify priority sound recordings for consideration in personalized recommendations or that allow them to sponsor on-platform recommendations. Some of these programs apply a discounted royalty rate to streams generated in specified recommendation contexts.
Removed
Our license agreements with local collecting societies and direct license agreements with publishers worldwide are generally in place for one to three years and provide for reporting obligations on both us and the licensor and auditing rights for the licensors.
Added
With respect to mechanical rights for audio-only use on the Service, in the United States, the rates that the Copyright Royalty Board set apply to compositions that we license under the compulsory license in Section 115 of the Copyright Act.
Removed
Talent Development We enable and empower our employees’ growth by offering a number of learning opportunities through a variety of platforms and delivery methods, including face-to-face sessions, virtual and online sessions, and coaching. We host onboarding events and programs for new employees to learn about Spotify and how to grow their careers at Spotify.
Added
In our semi-annual development talks, managers and employees set a development plan for future development opportunities specific to each individual. Our learning and inclusion efforts also focus on pay equity, fairness, and equal access to career growth opportunities.
Removed
To do this, we embedded inclusion mindset content into our manager training program, co-designed a fair and transparent process for hiring homegrown talent, and continued to support Belonging Groups that are open to all employees and help foster belonging and inclusion for our employees. See “Item 6.D. Employees” for more information about our employees.
Added
To do this, we introduced Modern Health by Heart & Soul, a new mental health platform that all employees can access for personalized support, coaching, and therapy supporting their mental health and well-being. We continued to support Belonging Groups that are open to all employees and help foster belonging and inclusion for our employees.
Removed
Environmental Sustainability We strive to be part of the solution for addressing the climate crisis through our operations.
Added
We also launched a new AI-native learning platform that coincided with an AI learning festival that offered all employees the opportunity to develop their AI fluency through expert-led and peer-led learning opportunities. See “Item 6.D. Employees” for more information about our employees. Environmental Sustainability We strive to be part of the solution for addressing climate change through our operations.
Removed
We are teaming up with key partners, industry associates, and academic institutions to drive initiatives to reach our long-term goal of net zero emissions by the end of 2030 by identifying levers to reduce our climate impact.
Added
We are currently evaluating our previously communicated goal of achieving net-zero emissions by 2030, including target scope, timing, and underlying methodologies, in light of macro trends, technology shifts, and our evolving operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

114 edited+40 added−33 removed70 unchanged
If factors change and different assumptions are used, our finance (costs)/income could be materially different in the future. Please refer to “Item 11. Quantitative and Qualitative Disclosures About Market Risk” included elsewhere in this report for additional information on the share price risk related to our Exchangeable Notes.
If factors change and different assumptions are used, our finance income/(costs) could be materially different in the future. Please refer to “Item 11. Quantitative and Qualitative Disclosures About Market Risk” included elsewhere in this report for additional information on the share price risk related to our Exchangeable Notes.
Business Overview” and discussions elsewhere in this “Item 5. Operating and Financial Review and Prospects.” D. Trend Information Our results reflect the effects of our trial programs, both discounted and free trials, in addition to seasonal trends in user behavior and, with respect to our Ad-Supported segment, advertising behavior. Historically, Premium Subscriber growth accelerates when we run such trial programs.
Business Overview” and discussions elsewhere in “Item 5. Operating and Financial Review and Prospects.” D. Trend Information Our results reflect the effects of our trial programs, both discounted and free trials, in addition to seasonal trends in user behavior and, with respect to our Ad-Supported segment, advertising behavior. Historically, Premium Subscriber growth accelerates when we run such trial programs.
We generate revenue for our Ad-Supported segment primarily from the sale of display, audio, and video advertising delivered through advertising impressions. We generally enter into arrangements with advertising agencies that purchase advertising on behalf of their clients and we also enter into arrangements directly with some large advertisers.
We generate revenue for our Ad-Supported segment primarily from the sale of display, audio, and video advertising delivered through advertising impressions. We enter into arrangements with advertising agencies that purchase advertising on behalf of their clients and we also enter into arrangements directly with some large advertisers.
Premium ARPU Premium ARPU is a monthly measure defined as Premium revenue recognized in the quarter indicated divided by the average daily Premium Subscribers in such quarter, which is then divided by three months. Annual figures are calculated by averaging Premium ARPU for the four quarters in such fiscal year.
Premium ARPU Premium ARPU is a monthly measure defined as Premium subscription revenue recognized in the quarter indicated divided by the average daily Premium Subscribers in such quarter, which is then divided by three months. Annual figures are calculated by averaging Premium ARPU for the four quarters in such fiscal year.
Cash and cash equivalents and short term investments consist mostly of cash on deposit with banks, time deposits, investments in money market funds, and investments in government securities, corporate notes, fixed income funds, and collateralized reverse purchase agreements.
Cash and cash equivalents and short term investments consist mostly of cash on deposit with banks, time deposits, investments in money market funds, and investments in government securities, agency securities, corporate notes, fixed income funds, and collateralized reverse purchase agreements.
Other than as disclosed here and elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments, or events since December 31, 2024 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity, or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Other than as disclosed here and elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments, or events since December 31, 2025 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity, or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Our MAUs in the tables below are inclusive of Ad-Supported Users who may have employed methods to limit or otherwise avoid being served advertisements. For additional information, refer to the risk factors discussed under “Item 3.D. Risk Factors” included elsewhere in this report. The table below sets forth our MAUs as of December 31, 2024, 2023, and 2022.
Our MAUs in the tables below are inclusive of Ad-Supported Users who may have employed methods to limit or otherwise avoid being served advertisements. For additional information, refer to the risk factors discussed under “Item 3.D. Risk Factors” included elsewhere in this report. The table below sets forth our MAUs as of December 31, 2025, 2024, and 2023.
Considering the number of variables impacting the amounts owed, the actual outcome could be different than our estimates, resulting in an additional accrual or release of previously recorded liabilities. 51 Table of Contents Some rights holders have allowed the use of their content on our platform while negotiations of the terms and conditions of individual agreements or determination of statutory rates are ongoing.
Considering the number of variables impacting the amounts owed, the actual outcome could be different than our estimates, resulting in an additional accrual or release of previously recorded liabilities. 55 Table of Contents Some rights holders have allowed the use of their content on our platform while negotiations of the terms and conditions of individual agreements or determination of statutory rates are ongoing.
Through SPAN, we provide hosting and ad-insertion capabilities for audio publishers that allow us to sell targeted advertising to brand partners that enables them to reach listeners both on and off our platform. Most of these agreements require us to share associated revenues and can include minimum guarantees. In addition, certain of our two-sided marketplace offerings result in advertising revenues.
Through SPAN, we provide ad-insertion capabilities for audio publishers that allow us to sell targeted advertising to brand partners that enables them to reach listeners both on and off our platform. Most of these agreements require us to share associated revenues and can include minimum guarantees. In addition, certain offerings within our two-sided marketplace result in advertising revenues.
Indebtedness As of December 31, 2024, our outstanding indebtedness, other than lease liabilities, consisted primarily of the Exchangeable Notes that mature on March 15, 2026 and bear no interest. See Note 18 to our consolidated financial statements included elsewhere in this report for further information regarding our Exchangeable Notes. We may from time to time seek to incur additional indebtedness.
Indebtedness As of December 31, 2025, our outstanding indebtedness, other than lease liabilities, consisted primarily of the Exchangeable Notes that mature on March 15, 2026 and bear no interest. See Note 18 to our consolidated financial statements included elsewhere in this report for further information regarding our Exchangeable Notes. We may from time to time seek to incur additional indebtedness.
See Part I, “Item 3.D. Risk Factors.” (2) Consists of principal on our 0.00% Exchangeable Notes due March 15, 2026. (3) Included in the lease obligations are short term leases and certain lease agreements that we have entered into, but had not yet commenced as of December 31, 2024.
See Part I, “Item 3.D. Risk Factors.” (2) Consists of principal on our 0.00% Exchangeable Notes due March 15, 2026. (3) Included in the lease obligations are short term leases and certain lease agreements that we have entered into, but had not yet commenced as of December 31, 2025.
The critical accounting policies, estimates, assumptions, and judgments that we believe to have the most significant impact on our consolidated financial statements are described below. 50 Table of Contents Revenue Recognition Premium Revenue In arrangements where we have multiple performance obligations to the customer, the transaction price is allocated to each performance obligation based on the relative stand-alone selling price.
The critical accounting policies, estimates, assumptions, and judgments that we believe to have the most significant impact on our consolidated financial statements are described below. 54 Table of Contents Revenue Recognition Premium Revenue In arrangements where we have multiple performance obligations to the customer, the transaction price is allocated to each performance obligation based on the relative stand-alone selling price.
From a product perspective, while our Family Plan, Duo Plan, and our Student Plan have lower price points per Premium Subscriber than our Standard plan, each of these Plans has aided retention across the Premium Service. Our platform is built to work across multiple devices, including smartphones, desktops, cars, game consoles, and in-home devices.
From a product perspective, while our Family Plan, Duo Plan, and Student Plan have lower price points per Premium Subscriber than our Individual plan, each of these Plans has aided retention across the Premium Service. Our platform is built to work across multiple devices, including smartphones, desktops, cars, game consoles, and in-home devices.
The fair value of an RSU or restricted stock award is measured using the fair value of our ordinary shares on the date of the grant. Stock-based compensation expense is recognized, net of forfeitures, over the requisite service periods of the awards, which is four years from the grant date.
The fair value of an RSU or restricted stock award is measured using the fair value of our ordinary shares on the date of the grant. Stock-based compensation expense is recognized, net of forfeitures, over the requisite service periods of the awards, which is up to four years from the grant date.
Expenses primarily comprise costs incurred for the development of products related to our platform and Service, as well as new and existing advertising products and improvements to our mobile application and desktop application and streaming services. The costs incurred include related facility costs, consulting costs, and employee compensation and benefits costs.
Expenses primarily comprise costs incurred for the development of products related to our platform and Service, as well as new and existing advertising products and improvements to our mobile application and desktop application and streaming services. The costs incurred include cloud and IT related costs, facility costs, consulting costs, and employee compensation and benefits costs.
We offer a variety of subscription pricing plans for our Premium Service and Basic plan, including our Standard Plan, Family Plan, Duo Plan, and Student Plan, among others, to appeal to users with different lifestyles and across various demographics and age groups.
We offer a variety of subscription pricing plans for our Premium Service and Basic plan, including our Individual Plan, Family Plan, Duo Plan, and Student Plan, among others, to appeal to users with different lifestyles and across various demographics and age groups.
However, our continuing expansion into new geographic markets will present monetization challenges. Monetizing our Ad-Supported User base has historically been, and is expected to remain, more challenging in our two fastest growing regions, Latin America and the rest of the world, compared to Europe and North America. Components of our Operating Results Cost of Revenue .
However, our continuing expansion into new geographic markets will present monetization challenges. Monetizing our Ad-Supported User base has historically been, and is expected to remain, more challenging in our two fastest growing regions, Latin America and the rest of the world, compared to Europe and North America. 44 Table of Contents Components of our Operating Results Cost of Revenue .
Our pricing varies by plan and is adapted to each local market to align with consumer purchasing power, general cost levels, and willingness to pay for an audio service. Our Family Plan consists of one primary Premium Subscriber and up to five additional sub-accounts, allowing up to six Premium Subscribers per Family Plan subscription.
Our pricing varies by plan and is adapted to each local market to align with consumer purchasing power, general cost levels, and willingness to pay for an audio service. Our Family Plan consists of one primary Premium Subscriber and up to five additional sub-accounts, allowing up to six Premium Subscribers per Family Plan subscription, depending on the market.
See Note 22 to our consolidated financial statements included elsewhere in this report for additional information on the valuation models used for our warrants. Income Taxes We are subject to income taxes in Luxembourg, Sweden, the United States, and numerous foreign jurisdictions. Significant judgment is required in determining our uncertain tax positions.
See Note 22 to our consolidated financial statements included elsewhere in this report for additional information on the valuation models used for our Exchangeable Notes. Income Taxes We are subject to income taxes in Luxembourg, Sweden, the United States, and numerous foreign jurisdictions. Significant judgment is required in determining our uncertain tax positions.
Revenue from our Ad-Supported segment is dependent primarily on the number and hours of engagement of our Ad-Supported Users and podcast listeners and our ability to provide innovative advertising products that are relevant to those users 40 Table of Contents and enhance returns for our advertising partners. Revenue is generally recognized based on the number of impressions delivered.
Revenue from our Ad-Supported segment is dependent primarily on the number and hours of engagement of our Ad-Supported Users and podcast listeners and our ability to provide innovative advertising products that are relevant to those users and enhance returns for our advertising partners. Revenue is generally recognized based on the number of impressions delivered.
We invest heavily in research and development in order to drive user engagement and customer satisfaction on our platform, which we believe helps drive organic growth in MAUs, which, in turn, drives additional 41 Table of Contents growth in, and better retention of, Premium Subscribers, as well as increased advertising opportunities to our users.
Research and Development . We invest heavily in research and development in order to drive user engagement and customer satisfaction on our platform, which we believe helps drive organic growth in MAUs, which, in turn, drives additional growth in, and better retention of, Premium Subscribers, as well as increased advertising opportunities to our users.
Social costs in connection with granted options and RSUs are accrued over the vesting period based on the intrinsic value of the award that has been earned at the end of each reporting period. The amount of the liability reflects the amortization of the award and the impact of expected forfeitures.
Social costs in connection with granted options and RSUs are accrued over the vesting period based on the intrinsic value of the award that has been earned at the end of each reporting period. The amount of the liability reflects the systematic recognition of the award over the vesting period and the impact of expected forfeitures.
Item 5. Operating and Financial Review and Prospects For discussion related to our financial condition, changes in financial condition, and results of operations for 2023 compared to 2022, refer to Part I, Item 5.
Item 5. Operating and Financial Review and Prospects For discussion related to our financial condition, changes in financial condition, and results of operations for 2024 compared to 2023, refer to Part I, Item 5.
In addition, as we have entered into new markets where recurring subscription services are less common, we have expanded our subscription products to include prepaid options and durations other than monthly (both longer and shorter durations), as well as expanded payment options.
In addition, as we have entered into new markets where recurring subscription services are less common, we have expanded our subscription products to include prepaid options and durations other than monthly (both longer and shorter durations), as well as expanded payment options. We also bundle our services with other services.
This is a highly sought-after demographic that has traditionally been difficult for advertisers to reach. By offering advertisers increased “self-serve options,” we continue to improve the efficiency and scalability of our advertising platforms. Additionally, we believe that our largest markets, including Europe and North America, are among the top advertising markets globally.
This is a highly sought-after demographic that has traditionally been difficult for advertisers to reach. By offering advertisers increased automated options, we continue to improve the efficiency and scalability of our advertising platforms. Additionally, we believe that our largest markets, including Europe and North America, are among the top advertising markets globally.
Lease obligations primarily relate to our office space and our subleased properties. The lease terms are up to 9 years. See Note 10 to the consolidated financial statements included elsewhere in this report for further details regarding leases.
Lease obligations primarily relate to our office space and our subleased properties. The expected lease terms are up to 11 years. See Note 10 to the consolidated financial statements included elsewhere in this report for further details regarding leases.
We will continue to actively monitor and respond accordingly to the macroeconomic environment. For additional information, refer to the risk factors discussed under “Item 3.D. Risk Factors” included elsewhere in this report. How We Generate Revenue We operate and manage our business in two reportable segments—Premium and Ad-Supported.
We will continue to actively monitor and respond accordingly to the macroeconomic environment. 42 Table of Contents For additional information, refer to the risk factors discussed under “Item 3.D. Risk Factors” included elsewhere in this report. How We Generate Revenue We operate and manage our business in two reportable segments—Premium and Ad-Supported.
General and administrative expenses primarily comprise employee compensation and benefits for functions such as finance, accounting, analytics, legal, human resources, consulting fees, and other costs including facility and equipment costs, directors’ and officers’ liability insurance, and director fees. Key Performance Indicators We use certain key performance indicators to monitor and manage our business.
General and administrative expenses primarily comprise employee compensation and benefits for functions such as finance, accounting, analytics, legal, human resources, and other costs including consulting fees, facility and equipment costs, directors’ and officers’ liability insurance, and director fees. 45 Table of Contents Key Performance Indicators We use certain key performance indicators to monitor and manage our business.
An additional €18 million of expense was included in the consolidated statement of operations for the year ended December 31, 2024 due to an increase of estimates included in the financial statements at December 31, 2023. We have certain arrangements whereby royalty costs are paid in advance or are subject to minimum guaranteed amounts.
An additional €5 million of expense was included in the consolidated statement of operations for the year ended December 31, 2025 due to an increase of estimates included in the financial statements at December 31, 2024. We have certain arrangements whereby royalty costs are paid in advance or are subject to minimum guaranteed amounts.
Recent Accounting Pronouncements See Note 2 to our consolidated financial statements included elsewhere in this report for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the dates of the statement of financial position included in this report.
Recent Accounting Pronouncements See Note 2 to our consolidated financial statements included elsewhere in this report for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the dates of the statement of financial position included in this report. 57 Table of Contents
Ad-Supported MAUs We define Ad-Supported MAUs as the total count of Ad-Supported Users that have consumed content for greater than zero milliseconds in the last thirty days from the period-end indicated. The table below sets forth our Ad-Supported MAUs as of December 31, 2024, 2023, and 2022.
Ad-Supported MAUs We define Ad-Supported MAUs as the total count of Ad-Supported Users that have consumed content for greater than zero milliseconds in the last thirty days from the period-end indicated. 46 Table of Contents The table below sets forth our Ad-Supported MAUs as of December 31, 2025, 2024, and 2023.
Operating and Financial Review and Prospects, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which was filed with the SEC on February 8, 2024. Overview We are the world’s most popular audio streaming subscription service.
Operating and Financial Review and Prospects, in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on February 5, 2025. Overview We are the world’s most popular audio streaming subscription service.
We aim to design products and features that create and enhance user experiences, and new technologies are at the core of many of these opportunities. Research and development expenses were 9%, 13%, and 12% of our total revenue in each of 2024, 2023, and 2022, respectively.
We aim to design products and features that create and enhance user experiences, and new technologies are at the core of many of these opportunities. Research and development expenses were 8%, 9%, and 13% of our total revenue in each of 2025, 2024, and 2023, respectively.
The increase was due primarily to an increase of €1,611 million in operating income adjusted for non-cash items including depreciation, amortization, impairment, and share-based compensation expense.
The increase was due primarily to an increase of €767 million in operating income adjusted for non-cash items including depreciation, amortization, impairment, and share-based compensation expense.
You should not consider Free Cash Flow in isolation, or as a substitute for an analysis of our results as reported on our consolidated financial statements appearing elsewhere in this report. For the year ended December 31, 2024, as compared to 2023, Free Cash Flow increased by €1,607 million.
You should not consider Free Cash Flow in isolation, or as a substitute for an analysis of our results as reported on our consolidated financial statements appearing elsewhere in this report. For the year ended December 31, 2025, as compared to 2024, Free Cash Flow increased by €589 million.
Of the total accruals and provisions to rights holders at December 31, 2024 and December 31, 2023, approximately €351 million and €455 million, respectively, relate to liabilities that were incurred more than 12 months prior to the date of the statement of financial position.
Of the total accruals and provisions to rights holders at December 31, 2025 and December 31, 2024, approximately €406 million and €351 million, respectively, relate to liabilities that were incurred more than 12 months prior to the date of the statement of financial position.
Based on our definition, our Free Cash Flow is summarized as follows: Year ended December 31, 2024 2023 2022 (in € millions) Net cash flows from operating activities 2,301 680 46 Capital expenditures (17) (6) (25) Change in restricted cash 1 4 — Free Cash Flow 2,285 678 21 We believe Free Cash Flow is a useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments and to service our debt.
Based on our definition, our Free Cash Flow is summarized as follows: Year ended December 31, 2025 2024 2023 (in € millions) Net cash flows from operating activities 2,933 2,301 680 Capital expenditures (61) (17) (6) Change in restricted cash 2 1 4 Free Cash Flow 2,874 2,285 678 We believe Free Cash Flow is a useful supplemental financial measure for us and investors in assessing our ability to pursue business opportunities and investments and to service our debt.
The increase in Free Cash Flow was due primarily to an increase in net cash flows from operating activities of €1,621 million, as described above.
The increase in Free Cash Flow was due primarily to an increase in net cash flows from operating activities of €632 million, as described above.
Our Premium Subscribers include all registered accounts in our Family Plan and Duo Plan. Our Family Plan consists of one primary subscriber and up to five additional sub-accounts, allowing up to six Premium Subscribers per Family Plan Subscription.
Our Premium Subscribers include all registered accounts in our Family Plan and Duo Plan. Our Family Plan consists of one primary subscriber and up to five additional sub-accounts, allowing up to six Premium Subscribers per Family Plan Subscription, depending on the market.
As of December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages) Premium Subscribers 263 236 205 27 11 % 31 15 % Premium Subscribers were 263 million as of December 31, 2024. This represented an increase of 11% from the preceding fiscal year.
As of December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions, except percentages) Premium Subscribers 290 263 236 27 10 % 27 11 % Premium Subscribers were 290 million as of December 31, 2025. This represented an increase of 10% from the preceding fiscal year.
We regularly assess the likely outcomes of these audits, taking into account any new information available, in order to determine the appropriateness of the tax reserves recorded on the balance sheet.
We regularly assess the likely outcomes of these audits, taking into account any new information available, in order to determine the appropriateness of our tax reserves.
As of December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages) Ad-Supported MAUs 425 379 295 46 12 % 84 28 % Ad-Supported MAUs were 425 million as of December 31, 2024. This represented an increase of 12% from the preceding fiscal year.
As of December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions, except percentages) Ad-Supported MAUs 476 425 379 51 12 % 46 12 % Ad-Supported MAUs were 476 million as of December 31, 2025. This represented an increase of 12% from the preceding fiscal year.
As part of our Subscription Offerings, we also offer a Basic plan to eligible users in select markets that provides certain benefits of the Premium Service without the monthly audiobook listening time and an Audiobook Access Tier in the U.S. that provides specified hours of audiobook access a month without all of the benefits of the Premium Service.
As part of our Subscription Offerings, we offer a Basic plan to eligible users in select markets that provides certain benefits of the Premium Service but does not include features such as the monthly audiobook listening time, as well as an Audiobook Access Tier in the U.S. that provides specified hours of audiobook access a month without all of the benefits of the Premium Service.
We estimate that total revenue for the year ended December 31, 2024 would have been approximately €243 million higher if foreign exchange rates had remained consistent with foreign exchange rates for the year ended December 31, 2023.
We estimate that Premium revenue for the year ended December 31, 2025 would have been approximately €502 million higher if foreign exchange rates had remained consistent with foreign exchange rates for the year ended December 31, 2024.
These advertising arrangements are typically sold on a cost-per-thousand impressions (“CPM”) basis and are evidenced by contracts that specify the terms of the arrangement such as the type of advertising product, pricing, insertion dates, and number of impressions in a stated period (“Insertion Order”).
These direct advertising arrangements are typically sold on a cost-per-thousand impressions (“CPM”) basis and are evidenced by an insertion order that specifies the terms of the arrangement such as the type of advertising product, pricing, insertion dates, and number of impressions in a stated period.
Through both our online platform and external marketing efforts, we engage our Ad-Supported Users by highlighting key features that encourage conversion to our subscription offerings. These efforts include product links, campaigns targeting existing users, and performance marketing across leading social media platforms.
New Premium Subscribers are primarily sourced from the conversion of our Ad-Supported Users. Through both our online platform and external marketing efforts, we engage our Ad-Supported Users by highlighting key features that encourage conversion to our subscription offerings. These efforts include product links, campaigns targeting existing users, and performance marketing across leading social media platforms.
We are subject to the continuous examination of our income tax returns by various tax authorities which could result in assessments against us. There are currently ongoing tax audits in several jurisdictions, and most of these audits involve transfer pricing matters. Tax authorities in certain jurisdictions have challenged our tax positions.
We are subject to the continuous examination of our income tax returns by various tax authorities which could result in assessments against us. There are currently ongoing tax audits in several jurisdictions, some of which involve tax matters related to transfer pricing, direct taxes, or withholding taxes. Tax authorities in certain jurisdictions have challenged our tax positions.
Income tax expense Year ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in € millions, except percentages) Income tax expense 203 27 60 176 652 % (33) (55) % As a percentage of revenue 1 % — % 1 % For the year ended December 31, 2024 , income tax expense was €203 million, as compared to income tax expense of €27 million for the year ended December 31, 2023.
Income tax expense Year ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in € millions, except percentages) Income tax expense 12 203 27 (191) (94) % 176 652 % As a percentage of revenue — % 1 % — % For the year ended December 31, 2025 , income tax expense was €12 million, as compared to income tax expense of €203 million for the year ended December 31, 2024.
This increase was partially offset by unfavorable changes in working capital movements of €88 million, principally in trade and other liabilities and deferred revenue, partially offset by favorable changes in trade receivables and other assets. 48 Table of Contents For the year ended December 31, 2024, as compared to 2023, net cash flows used in investing activities increased by €1,269 million.
This increase was partially offset by unfavorable changes in working capital movements of €128 million, principally in trade receivables and other assets, partially offset by favorable changes in trade and other liabilities, provisions and deferred revenue. For the year ended December 31, 2025, as compared to 2024, net cash flows used in investing activities increased by €299 million.
We estimate that total cost for the year ended December 31, 2024 would have been approximately €181 million higher, if foreign exchange rates had remained consistent with foreign exchange rates for the year ended December 31, 2023.
We estimate that total operating expenses for the year ended December 31, 2025 would have been approximately €121 million higher if foreign exchange rates had remained consistent with foreign exchange rates for the year ended December 31, 2024.
Expenses included in the cost of providing free trials are derived primarily from per user royalty fees determined in accordance with the rights holder agreements. General and Administrative .
The cost of providing free trials are typically per user royalty fees, determined in accordance with the rights holder agreements. General and Administrative .
As of December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in millions, except percentages) MAUs 675 602 489 73 12 % 113 23 % MAUs were 675 million as of December 31, 2024. This represented an increase of 12% from the preceding fiscal year.
As of December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in millions, except percentages) MAUs 751 675 602 76 11 % 73 12 % MAUs were 751 million as of December 31, 2025. This represented an increase of 11% from the preceding fiscal year.
Cash flow Year ended December 31, 2024 2023 2022 (in € millions) Net cash flows from operating activities 2,301 680 46 Net cash flows used in investing activities (1,486) (217) (423) Net cash flows from/(used in) financing activities 729 234 (40) For the year ended December 31, 2024, as compared to 2023, net cash flows from operating activities increased by €1,621 million.
Cash flow Year ended December 31, 2025 2024 2023 (in € millions) Net cash flows from operating activities 2,933 2,301 680 Net cash flows used in investing activities (1,785) (1,486) (217) Net cash flows (used in)/from financing activities (381) 729 234 For the year ended December 31, 2025, as compared to 2024, net cash flows from operating activities increased by €632 million.
Our free trial offers and global campaigns were meaningful contributors of total gross additions in Premium Subscribers, while our Family Plan also accounted for a significant portion of gross additions in Premium Subscribers. In addition, there was an increase in the number of Premium Subscribers on our Duo Plan.
Our free trial offers and global campaigns were meaningful contributors of total gross additions in Premium Subscribers, while our Family Plan and Duo Plan also accounted for a significant portion of gross additions in Premium Subscribers.
The table below sets forth our average Premium ARPU for the years ended December 31, 2024, 2023, and 2022. Year ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Premium ARPU € 4.69 € 4.39 € 4.52 € 0.30 7 % € (0.13) (3) % For the year ended December 31, 2024, Premium ARPU was €4.69.
The table below sets forth our average Premium ARPU for the years ended December 31, 2025, 2024, and 2023. Year ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Premium ARPU € 4.63 € 4.69 € 4.39 € (0.06) (1) % € 0.30 7 % For the year ended December 31, 2025, Premium ARPU was €4.63.
General and administrative Year ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in € millions, except percentages) General and administrative 481 585 626 (104) (18) % (41) (7) % As a percentage of revenue 3 % 4 % 5 % For the year ended December 31, 2024, as compared to 2023, general and administrative expense decreased by €104 million or 18%.
General and administrative Year ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in € millions, except percentages) General and administrative 479 481 585 (2) — % (104) (18) % As a percentage of revenue 3 % 3 % 4 % For the year ended December 31, 2025, as compared to 2024, general and administrative expense decreased by €2 million, or less than 1%.
Cost of revenue Year ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in € millions, except percentages) Premium 9,324 8,231 7,355 1,093 13 % 876 12 % Ad-Supported 1,625 1,619 1,446 6 — % 173 12 % Total 10,949 9,850 8,801 1,099 11 % 1,049 12 % Premium cost of revenue For the year ended December 31, 2024, as compared to 2023, Premium cost of revenue increased by €1,093 million, or 13%, and Premium cost of revenue as a percentage of Premium revenue decreased from 71% to 67%.
Cost of revenue Year ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in € millions, except percentages) Premium 10,184 9,324 8,231 860 9 % 1,093 13 % Ad-Supported 1,506 1,625 1,619 (119) (7) % 6 — % Total 11,690 10,949 9,850 741 7 % 1,099 11 % Premium cost of revenue For the year ended December 31, 2025, as compared to 2024, Premium cost of revenue increased by €860 million, or 9%, and Premium cost of revenue as a percentage of Premium revenue decreased from 67% to 66%.
These increases were offset by a decrease of € 29 million in foreign exchange losses on the remeasurement of monetary assets and liabilities in a transaction currency other than the functional currency.
These decreases were partially offset by an increase of € 63 million in foreign exchange losses on the remeasurement of monetary assets and liabilities in a transaction currency other than the functional currency.
Year ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in € millions, except percentages) Finance income 328 161 421 167 104 % (260) (62) % As a percentage of revenue 2 % 1 % 4 % For the year ended December 31, 2024, as compared to 2023, finance income increased by €167 million.
Year ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in € millions, except percentages) Finance income 292 328 161 (36) (11) % 167 104 % As a percentage of revenue 2 % 2 % 1 % For the year ended December 31, 2025, as compared to 2024, finance income decreased by €36 million.
Share repurchase program On August 20, 2021, the Company announced that the board of directors had approved a program to repurchase up to $1.0 billion of the Company’s ordinary shares. Repurchases of up to 10,000,000 of the Company’s ordinary shares were authorized at the Company’s general meeting of shareholders on April 21, 2021.
On July 29, 2025, the Company announced that the board of directors had approved an increase in the Company’s share repurchase program by an additional US$1.0 billion. Repurchases of up to 10,000,000 of the Company’s ordinary shares were authorized at the Company’s general meeting of shareholders on April 21, 2021.
Sales and marketing Year ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in € millions, except percentages) Sales and marketing 1,392 1,533 1,572 (141) (9) % (39) (2) % As a percentage of revenue 9 % 12 % 13 % For the year ended December 31, 2024, as compared to 2023, sales and marketing expense decreased by €141 million, or 9%.
Sales and marketing Year ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in € millions, except percentages) Sales and marketing 1,426 1,392 1,533 34 2 % (141) (9) % As a percentage of revenue 8 % 9 % 12 % 49 Table of Contents For the year ended December 31, 2025, as compared to 2024, sales and marketing expense increased by €34 million, or 2%.
Operating Results Revenue Year ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in € millions, except percentages) Premium 13,819 11,566 10,251 2,253 19 % 1,315 13 % Ad-Supported 1,854 1,681 1,476 173 10 % 205 14 % Total 15,673 13,247 11,727 2,426 18 % 1,520 13 % Premium revenue For the years ended December 31, 2024 and 2023, Premium revenue comprised 88% and 87%, respectively, of our total revenue.
Operating Results Revenue Year ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in € millions, except percentages) Premium 15,350 13,819 11,566 1,531 11 % 2,253 19 % Ad-Supported 1,836 1,854 1,681 (18) (1) % 173 10 % Total 17,186 15,673 13,247 1,513 10 % 2,426 18 % Premium revenue For the years ended December 31, 2025 and 2024, Premium revenue comprised 89% and 88%, respectively, of our total revenue.
The increase was due primarily to an increase in net cash outflows from purchases and sales and maturities of short term investments of €1,260 million . For the year ended December 31, 2024, as compared to 2023, net cash flows from financing activities increased by €495 million.
The increase was due primarily to an increase in net cash outflows from purchases and sales and maturities of short term investments of €255 million, as well as an increase in capital expenditures of €44 million . For the year ended December 31, 2025, as compared to 2024, net cash flows (used in)/from financing activities changed by €1,110 million.
With a presence in 184 countries and territories, our platform includes 675 million MAUs and 263 million Premium Subscribers as of December 31, 2024. We currently monetize our Service through both subscriptions and advertising. Our Premium Subscribers grew 11% year-over-year as of December 31, 2024 to 263 million. Our 675 million MAUs grew 12% year-over-year as of December 31, 2024.
With a presence in 184 countries and territories, our platform includes 751 million MAUs and 290 million Premium Subscribers as of December 31, 2025. We currently monetize our Service through both subscriptions and advertising. Our Premium Subscribers have grown 10% year-over-year as of December 31, 2025 to 290 million.
Cost of revenue also reflects discounts provided by certain rights holders in return for promotional activities in connection with marketplace programs. Additionally, it includes the costs of discounted trials. Royalties payable in relation to audiobook licenses are generally consumption-based. Cost of revenue also includes the cost of podcast content assets (both produced and licensed).
Cost of revenue also reflects discounts provided by certain rights holders in return for promotional activities in connection with marketplace programs. Additionally, it includes the costs of discounted trials. Royalties payable in relation to audiobook licenses are generally consumption-based. Royalties payable in relation to lyrics are generally based on a percentage of relevant revenue or lyric impressions.
The rights holder agreements are complex and our determination of royalties payable involves certain significant judgments, assumptions, and estimates in addition to complex systems and a significant volume of data to be processed and analyzed. In particular, in certain jurisdictions rights holders have several years to claim royalties for works streamed each month.
The rights holder agreements are complex and our determination of royalties payable involves certain significant judgments, assumptions, and estimates in addition to complex systems and a significant volume of data to be processed and analyzed.
Year ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 (in € millions, except percentages) Finance costs (352) (220) (132) (132) 60 % (88) 67 % As a percentage of revenue (2) % (2) % (1) % For the year ended December 31, 2024, as compared to 2023, finance costs increased by €132 million.
Year ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 (in € millions, except percentages) Finance costs (266) (352) (220) 86 (24) % (132) 60 % As a percentage of revenue (2) % (2) % (2) % 50 Table of Contents For the year ended December 31, 2025, as compared to 2024, finance costs decreased by €86 million.
Three months ended December 31, Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Premium ARPU € 4.85 € 4.60 € 4.55 € 0.25 5 % € 0.05 1 % For the quarter ended December 31, 2024, Premium ARPU was €4.85. This represented an increase of 5% year-over-year.
Three months ended December 31, Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Premium ARPU € 4.70 € 4.85 € 4.60 € (0.15) (3) % € 0.25 5 % For the quarter ended December 31, 2025, Premium ARPU was €4.70. This represented a decrease of 3% year-over-year.
Foreign exchange impact on total cost of revenue The general movement of the Euro relative to certain foreign currencies, as well as movement in the Argentine Peso, for the year ended December 31, 2024, as compared to 2023, had a favorable net impact on our cost of revenue.
The general movement of the Euro relative to certain foreign currencies, primarily the U.S. dollar, Mexican peso, Brazilian real, and Argentine Peso, for the year ended December 31, 2025, as compared to 2024, had a net favorable impact on our cost of revenue.
(4) We are subject to various non-cancelable purchase obligations and service agreements with minimum spend commitments, including a service agreement with Google for the use of Google Cloud Platform and certain podcast and marketing commitments. C. Research and Development, Patents and Licenses For a detailed analysis of research and development policies and costs, see “Item 4.B.
(4) We are subject to various non-cancelable purchase obligations and service agreements with minimum spend commitments, including a service agreement with Google for the use of Google Cloud Platform and certain content and marketing commitments.
Furthermore, we continue to focus on analytics and measurement tools to evaluate, demonstrate, and improve the effectiveness of advertising campaigns on our platform. The Spotify Audience Network (“SPAN”) is an audio advertising marketplace that connects advertisers to listeners across our owned and exclusive podcasts, podcasts from enterprise publishers via Megaphone, and podcasts from emerging creators via Spotify for Creators.
The Spotify Audience Network (“SPAN”) is an audio advertising marketplace that connects advertisers to listeners across our owned and exclusive podcasts, podcasts from enterprise publishers via Megaphone, and podcasts from emerging creators via Spotify for Creators.
Premium Subscribers include subscribers in a grace period of up to 30 days after failing to pay their subscription fee. 42 Table of Contents The table below sets forth our Premium Subscribers as of December 31, 2024, 2023, and 2022.
Our Duo Plan consists of one primary subscriber and up to one additional sub-account, allowing up to two Premium Subscribers per Duo Plan Subscription. Premium Subscribers include subscribers in a grace period of up to 30 days after failing to pay their subscription fee. The table below sets forth our Premium Subscribers as of December 31, 2025, 2024, and 2023.
Exchangeable Notes On March 2, 2021, Spotify USA Inc. issued US $1,500 million in aggregate principal amount of the Exchangeable Notes. Net proceeds from the issuance of the Exchangeable Notes were €1,223 million after deducting transaction costs. See Note 18 to our consolidated financial statements included elsewhere in this report for further information regarding our Exchangeable Notes.
Exchangeable Notes On March 2, 2021, Spotify USA Inc. issued US$1,500 million in aggregate principal amount of the Exchangeable Notes. Net proceeds from the issuance of the Exchangeable Notes were €1,223 million after deducting transaction costs.
The majority of our rights holder liabilities are settled on commercial payment terms shortly after they are incurred. However, certain of these liabilities are not settled for more significant periods of time due to uncertainties related to the reasons discussed above.
However, certain of these liabilities are not settled for more significant periods of time due to uncertainties related to the reasons discussed above.
An accrual and expense is recognized when it is probable that we will make additional royalty payments under these terms. The expense related to these accruals is recognized in cost of revenue.
An accrual and expense is recognized when it is probable that we will make additional royalty payments under these terms. The expense related to these accruals is recognized in cost of revenue. Provisions From time to time, we are involved in legal actions or other third-party assertions related to content on our platform and our operations.
Foreign exchange impact on total revenue The general movement of the Euro relative to certain foreign currencies, as well as movement in the Argentine Peso, for the year ended December 31, 2024, as compared to 2023, had an unfavorable net impact on our revenue.
For Ad-Supported revenue, the general movement of the Euro relative to certain foreign currencies, as well as movement primarily in the U.S. dollar, for the year ended December 31, 2025, as compared to 2024, had a net unfavorable impact.
As such, the royalty costs incurred in a period might not be fully settled for a number of years and are estimated. The estimate of royalty costs requires us to make assumptions about the rates to be recorded for streams where the rights holder is not identified and the potential incidence of duplicate claims.
The estimate of royalty costs requires us to make assumptions about the rates to be recorded for streams where the rights holder is not identified and the potential incidence of duplicate claims. These estimates are subject to revision until settlement.
The increase was due primarily to an increase in interest income of €86 million and an increase of €53 million in foreign exchange gains on the remeasurement of monetary assets and liabilities in a transaction currency other than the functional currency.
The decrease was due primarily to a decrease of €67 million in foreign exchange gains on the remeasurement of monetary assets and liabilities in a transaction currency other than the functional currency. This decrease was partially offset by a n increase of € 20 million in interest income earned on cash and cash equivalents and short term investments.
This has resulted in a reduction of our real estate footprint as we have decided to sublease certain leased office space. See Note 3 and Note 10 to our consolidated financial statements included elsewhere in this report for additional information.
This has resulted in a reduction of our real estate footprint as we have decided to sublease certain leased office space.
If the MLC were to appeal and ultimately be entirely successful in its case, the additional royalties that would be due in relation to the period March 1, 2024 to December 31, 2024 would be approximately €150 million, plus potentially penalties and interest, which we cannot reasonably estimate.
If the MLC were to ultimately be entirely successful in its claim alleging that Spotify’s Premium Service is not a bundle, then the liability in relation to the period March 1, 2024 to December 31, 2025 would be approximately €358 million, plus potential penalties and interest, which we cannot reasonably estimate.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Clawback Policy In 2023, we adopted a Clawback Policy in compliance with the SEC rules and New York Stock Exchange listing standards to recover any excess incentive-based compensation from current and former executive officers after an accounting restatement. C.
Clawback Policy In 2023, we adopted a Clawback Policy in compliance with the SEC rules and New York Stock Exchange listing standards to recover any excess incentive-based compensation from current and former executive officers after an accounting restatement.
She is a member of the Council on Foreign Relations, serves on the board of directors of the International Rescue Committee, and is a Trustee of Mount Holyoke College. Ms. Sutphen has a Bachelor of Arts from Mount Holyoke College and a Master of Science from London School of Economics. Padmasree Warrior is a member of our board of directors.
She is a member of the Council on Foreign Relations and serves on the board of directors of the International Rescue Committee. Ms. Sutphen has a Bachelor of Arts from Mount Holyoke College and a Master of Science from London School of Economics. Padmasree Warrior is a member of our board of directors.
Roles of Our Board of Directors, People Experience and Compensation Committee, and Chief Executive Officer in Compensation Decisions The initial compensation arrangements with our executive leadership team, including the named executive officers, have been determined in arms-length negotiations with each individual executive.
Roles of Our Board of Directors, People Experience and Compensation Committee, and Chief Executive Officer(s) in Compensation Decisions The initial compensation arrangements with our executive leadership team, including the named executive officers, have been determined in arms-length negotiations with each individual executive.
She is currently a partner at The Vistria Group, a Chicago-based private equity firm, and is a venture advisor and co-founder of several technology start-ups.
She is currently a senior partner at The Vistria Group, a Chicago-based private equity firm, and is a venture advisor and co-founder of several technology start-ups.
Audit Committee Our board of directors has established an audit committee that consists of Thomas Staggs, Christopher Marshall, Mona Sutphen, and Padmasree Warrior. Mr. Staggs is the chair of our audit committee. All audit committee members satisfy the “independence” requirements set forth under the rules of the NYSE and in Rule 10A-3 under the Exchange Act.
Audit Committee Our board of directors has established an audit committee that consists of Thomas Staggs, Christopher Marshall, Barry McCarthy, Mona Sutphen, and Padmasree Warrior. Mr. Staggs is the chair of our audit committee. All audit committee members satisfy the “independence” requirements set forth under the rules of the NYSE and in Rule 10A-3 under the Exchange Act.
Thereafter, the base salaries of the named executive officers are reviewed periodically by our people experience and compensation committee, and adjustments are made as deemed appropriate. Since July 1, 2017, our CEO has not received a base salary; however, the people experience and compensation committee may, from time to time, provide Mr.
Thereafter, the base salaries of the named executive officers are reviewed periodically by our people experience and compensation committee, and adjustments are made as deemed appropriate. Since July 1, 2017, Mr. Ek has not received a base salary; however, the people experience and compensation committee may, from time to time, provide Mr.
For 2024 compensation, the amount of any cash award chosen was equal to 100% of the dollar amount the employee allocated to cash; the number of RSUs provided was equal to the dollar amount the employee allocated to RSUs divided by the closing price per ordinary share on the grant date; the number of at-the-money options provided was equal to three times the dollar amount the employee allocated to such stock options divided by such closing price; and the number of out-of-the-money stock options provided was equal to six times the dollar amount the employee allocated to stock options divided by such closing price.
For 2025 compensation, the amount of any cash award chosen was equal to 100% of the dollar amount the employee allocated to cash; the number of RSUs provided was equal to the dollar amount the employee allocated to RSUs divided by the closing price per ordinary share on the grant date; the number of at-the-money options provided was equal to three times the dollar amount the employee allocated to such stock options divided by such closing price; and the number of out-of-the-money stock options provided was equal to six times the dollar amount the employee allocated to stock options divided by such closing price.
Holding is 1 Alexandrou Panagouli, Office 2B, Novel Tower, 6057 Larnaca, Cyprus. (2) Includes 20,000,000 ordinary shares held by Rosello Company Limited (“Rosello”). Mr. Lorentzon is the sole shareholder of Amaltea S.à r.l. (“Amaltea”), which is the sole shareholder of Rosello. As such, each of Amaltea and Mr.
Holding is 1 Alexandrou Panagouli, Office 2B, Novel Tower, 6057 Larnaca, Cyprus. (2) Includes 19,000,000 ordinary shares held by Rosello Company Limited (“Rosello”). Mr. Lorentzon is the sole shareholder of Amaltea S.à r.l. (“Amaltea”), which is the sole shareholder of Rosello. As such, each of Amaltea and Mr.
We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in “Operating and Financial Review and Prospects” and in Note 17 of the consolidated financial statements included elsewhere in this report. (4) Amount reflects the cash award granted to Mr. Luiga and Ms.
We provide information regarding the assumptions used to calculate the value of all stock awards made to executive officers in “Operating and Financial Review and Prospects” and in Note 17 of the consolidated financial statements included elsewhere in this report. (4) Amount reflects the cash award granted to Mr.
We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in “Operating and Financial Review and Prospects” and in Note 17 of the consolidated financial statements included elsewhere in this report. (4) Amount reflects the cash award granted to Mr.
We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in “Operating and Financial Review and Prospects” and in Note 17 of the consolidated financial statements included elsewhere in this report. (3) Amount reflects the cash award granted to Mr.
He has been at Netflix since 2000. Thomas Staggs is a member of our board of directors. He has been a member of our board of directors since June 13, 2017, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2024.
He has been at Netflix since 2000. Thomas Staggs is a member of our board of directors. He has been a member of our board of directors since June 13, 2017, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2025.
The business address of Rivers Cross Trust is 3875 Woodside Rd, Woodside, CA 94062. (6) Includes 23,094 ordinary shares held by the Staggs Trust, a revocable inter-vivos trust established by Mr. Staggs and his spouse. The business address of the Staggs Trust is 9200 Sunset Blvd, Los Angeles, CA 90069.
The business address of Rivers Cross Trust is 3875 Woodside Rd, Woodside, CA 94062. (5) Includes 23,094 ordinary shares held by the Staggs Trust, a revocable inter-vivos trust established by Mr. Staggs and his spouse. The business address of the Staggs Trust is 9200 Sunset Blvd, Los Angeles, CA 90069.
He has been a member of our board of directors since June 16, 2015, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2024. In addition to his role on our board of directors, Mr.
He has been a member of our board of directors since June 16, 2015, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2025. In addition to his role on our board of directors, Mr.
She has been a member of our board of directors since June 13, 2017, and her term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2024. In addition to her role on our board of directors, Ms.
She has been a member of our board of directors since June 13, 2017, and her term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2025. In addition to her role on our board of directors, Ms.
Jenkins is entitled to a three-month notice period prior to termination, provided that we may terminate the agreement with immediate effect in connection with a termination for “Cause” (as defined in her agreement). In addition, upon a termination without Cause, subject to Ms.
Pursuant to her employment agreement, Ms. Jenkins is entitled to a three-month notice period prior to termination, provided that we may terminate the agreement with immediate effect in connection with a termination for “Cause” (as defined in her agreement). In addition, upon a termination without Cause, subject to Ms.
Although we consider these personal security services to be appropriate and necessary for the reasons described above, the costs related to such services are reported as other compensation to our named executive officers in the “2024 Summary Compensation Table” below.
Although we consider these personal security services to be appropriate and necessary for the reasons described above, the costs related to such services are reported as other compensation to our named executive officers in the “2025 Summary Compensation Table” below.
She has been a member of our board of directors since April 21, 2021, and her term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2024.
She has been a member of our board of directors since April 21, 2021, and her term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2025.
In addition, the personal safety of our employees, including our named executive officers, is of the highest importance to us and in 2024 we paid for personal security services, including home security services, for certain named executive officers pursuant to the Company’s personal security program for senior management.
In addition, the personal safety of our employees, including our named executive officers, is of the highest importance to us and in 2025 we paid for personal security services, including home security services, for certain named executive officers pursuant to the Company’s personal security program for senior management.
(3) Amounts reflect the aggregate grant-date Black-Scholes value of the stock options granted during 2024 computed in accordance IFRS 2, rather than the amounts paid to or realized by the named individual.
(3) Amounts reflect the aggregate grant-date Black-Scholes value of the stock options granted during 2025 computed in accordance IFRS 2, rather than the amounts paid to or realized by the named individual.
Sutphen was a managing director at UBS AG, where she developed new tools for political risk evaluation impacting capital 56 Table of Contents markets. From 2009 to 2011, she served as White House Deputy Chief of Staff for Policy for President Barack Obama, advancing the administration’s policy and regulatory agenda.
Sutphen was a managing director at UBS AG, where she developed new tools for political risk evaluation impacting capital markets. From 2009 to 2011, she served as White House Deputy Chief of Staff for Policy for President Barack Obama, advancing the administration’s policy and regulatory agenda.
He also served as a member of the board of directors at Euro Disney SCA from 2002 until 2015. Mr. Staggs holds a Bachelor of Science in Business from the University of Minnesota and a Master of Business Administration from the Stanford Graduate School of Business. Mona Sutphen is a member of our board of directors.
He also served as a member of the board of directors at Euro Disney SCA from 2002 until 2015. Mr. Staggs holds a Bachelor of Science in Business from the University of Minnesota and a Master of Business Administration from the Stanford Graduate School of Business. 60 Table of Contents Mona Sutphen is a member of our board of directors.
As discussed below, we rely heavily on our equity awards to incentivize our employees, including each of our named executive officers. Compensation Philosophy We design the principal components of our executive compensation program to fulfill one or more of the principles and objectives described above.
As discussed below, we rely heavily on our equity awards to incentivize our employees, including each of our named executive officers. 63 Table of Contents Compensation Philosophy We design the principal components of our executive compensation program to fulfill one or more of the principles and objectives described above.
Ek’s employment agreement also includes employee and customer non-solicitation clauses that will apply for 12 months post-termination and that do not require us to pay any additional consideration. Christian Luiga, Alex Norström and Gustav Söderström The following is a description of our employment agreements with Messrs. Luiga, Norström, and Söderström. Before his departure, Mr.
Ek’s employment agreement also includes employee and customer non-solicitation clauses that will apply for 12 months post-termination and that do not require us to pay any additional consideration. Christian Luiga, Alex Norström and Gustav Söderström The following is a description of our employment agreements with Messrs. Luiga, Norström, and Söderström, and for Messrs.
Discovery Zalando The 2024 Peer Group consists of companies that have similar business characteristics to those of the Company. Our Peer Group is reviewed periodically as warranted and revised as appropriate to ensure that the companies in the group continue to be a reasonable comparison for compensation purposes.
Discovery The 2025 Peer Group consists of companies that have similar business characteristics to those of the Company. Our Peer Group is reviewed periodically as warranted and revised as appropriate to ensure that the companies in the group continue to be a reasonable comparison for compensation purposes.
Our people experience and compensation committee has the following responsibilities, among others: • reviewing and making recommendations to our board of directors related to our incentive-compensation plans and equity-based plans; 64 Table of Contents • establishing and reviewing the overall compensation philosophy of the Company; • overseeing matters relating to the attraction, engagement, development, and retention of directors and employees, including executive officers; • reviewing and approving total compensation for our chief executive officer and other executive officers; • reviewing and making recommendations regarding the compensation to be paid to our non-employee directors; • selecting and retaining a compensation consultant; • monitoring our diversity, inclusion, and belonging strategy; and • such other matters that are specifically delegated to the people experience and compensation committee by our board of directors from time to time.
Our people experience and compensation committee has the following responsibilities, among others: • reviewing and making recommendations to our board of directors related to our incentive-compensation plans and equity-based plans; • establishing and reviewing the overall compensation philosophy of the Company; • overseeing matters relating to the attraction, engagement, development, and retention of directors and employees, including executive officers; • reviewing and approving total compensation for our chief executive officer(s) and other executive officers; • reviewing and making recommendations regarding the compensation to be paid to our non-employee directors; • selecting and retaining a compensation consultant; • monitoring our workforce inclusion strategy; and 68 Table of Contents • such other matters that are specifically delegated to the people experience and compensation committee by our board of directors from time to time.
In 2024, Compensia provided the people experience and compensation committee with total cash compensation data and total compensation data (including cash compensation and equity compensation) at various percentiles within the Peer Group.
In 2025, Compensia provided the people experience and compensation committee with total cash compensation data and total compensation data (including cash compensation and equity compensation) at various percentiles within the Peer Group.
We also may cancel an optionee’s options upon the optionee’s commission of a material breach of the terms and conditions governing the options. The board of directors may, among other things, provide for a new exercise period upon a change in control.
We also may cancel an optionee’s options upon the optionee’s commission of a material breach of the terms and conditions governing the options. 71 Table of Contents The board of directors may, among other things, provide for a new exercise period upon a change in control.
We provide information regarding the assumptions used to calculate 69 Table of Contents the value of all option awards made to executive officers in “Operating and Financial Review and Prospects” and in Note 17 of the consolidated financial statements included elsewhere in this report.
We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in “Operating and Financial Review and Prospects” and in Note 17 of the consolidated financial statements included elsewhere in this report.
In addition to his role on our board of directors, Mr. Staggs serves as the co-Chairman and co-CEO of Candle Media LLC and as a partner of Smash Capital Advisors LP. Mr. Staggs previously served as a top executive at The Walt Disney Company, most recently serving as its Chief Operating Officer.
In addition to his role on our board of directors, Mr. Staggs is the founder and co-CEO of Candle Media LLC and is a partner of Smash Capital Advisors LP. Mr. Staggs previously served as a top executive at The Walt Disney Company, most recently serving as its Chief Operating Officer.
In this capacity, she oversees all external communications, government affairs, trust and safety, as well as enterprise-wide internal communications in more than 180 markets. Prior to joining Spotify, Ms. Jenkins was Senior Vice President and Chief Communications Officer at Target. She previously served as a director at Public Strategies, Inc.
In this capacity, she oversees all external communications, government affairs, trust and safety, as well as enterprise-wide internal communications in 184 markets. Prior to joining Spotify, Ms. Jenkins was Senior Vice President and Chief Communications Officer at Target. She previously served as a director at Public Strategies, Inc.
Since 2008, he also has served as a general partner of Technology Crossover Ventures, a private equity firm. Prior to that, Mr. Marshall 55 Table of Contents spent 12 years at Trident Capital, a venture capital firm. Mr.
Since 2008, he also has served as a general partner of Technology Crossover Ventures, a private equity firm. Prior to that, Mr. Marshall spent 12 years at Trident Capital, a venture capital firm. Mr.
Marshall holds a Bachelor of Arts in Economics from Hamilton College and a Master of Business Administration from the Kellogg School of Management at Northwestern University. Barry McCarthy is a member of our board of directors.
Marshall holds a Bachelor of Arts in Economics from Hamilton College and a Master of Business Administration from the Kellogg School of Management at Northwestern University. 59 Table of Contents Barry McCarthy is a member of our board of directors.
(3) Amounts of option awards reflect the grant-date Black-Scholes value of the stock options granted during 2024 computed in accordance IFRS 2, rather than the amounts paid to or realized by the named individual.
(2) Amounts of option awards reflect the grant-date Black-Scholes value of the stock options granted during 2025 computed in accordance IFRS 2, rather than the amounts paid to or realized by the named individual.
In 2023, the people experience and compensation committee approved the compensation peer group (the “Peer Group”) for fiscal year 2024. The Peer Group for 2024 consisted of the following companies: Activision Blizzard Airbnb Autodesk Block Booking Holdings DoorDash eBay Electronic Arts Expedia Group Intuit MercadoLibre Netflix PayPal Holdings Sirius XM Holdings Snap Take-Two Interactive Uber Technologies Warner Bros.
In 2024, the people experience and compensation committee approved the compensation peer group (the “Peer Group”) for fiscal year 2025. The Peer Group for 2025 consisted of the following companies: Airbnb Autodesk Block Booking Holdings DoorDash eBay Electronic Arts Expedia Group Intuit MercadoLibre Netflix PayPal Holdings Shopify Sirius XM Holdings Snap Take-Two Interactive Uber Technologies Warner Bros.
Overall, Compensia’s analysis of our Peer Group indicated that the target total cash compensation for our named executive officers was at approximately the 25 th percentile of our Peer Group.
Overall, Compensia’s analysis of our Peer Group indicated that the target total cash compensation for our named executive officers was at approximately the 25 th percentile of our Peer Group. Our total compensation for our named executive officers other than Mr.
The options generally expire on the fifth anniversary of the date of grant, and vested options may be exercised at any time prior to 67 Table of Contents the expiration of the option term.
The options generally expire on the fifth anniversary of the date of grant, and vested options may be exercised at any time prior to the expiration of the option term.
Jenkins as part of our incentive mix program. 3/48ths of the cash awards vested on the third calendar month following the date of grant, and 1/48th of the cash award granted vests on the first day of each calendar month thereafter, subject to continued employment. (5) Since July 1, 2017, Mr.
Luiga in 2025 as part of our incentive mix program. 3/48ths of the cash award vested on the third calendar month following the date of grant, and 1/48th of the cash award granted vests on the first day of each calendar month thereafter, subject to continued employment. (5) Since July 1, 2017, Mr.
Investments, exercised 800,000 non-compensatory warrants in the Company that were granted on August 23, 2021. Subsequently, on July 25, 2024, the Company issued 118,891 ordinary shares and 1,188,910 beneficiary certificates to Mr. Ek, through D.G.E. Investments, upon the net settlement of the 800,000 non-compensatory warrants. As of December 31, 2024, there were no outstanding warrants.
On July 25, 2024, Mr. Ek, through D.G.E. Investments, exercised 800,000 non-compensatory warrants in the Company that were granted on August 23, 2021. Subsequently, on July 25, 2024, the Company issued 118,891 ordinary shares and 1,188,910 beneficiary certificates to Mr. Ek, through D.G.E. Investments, upon the net settlement of the 800,000 non-compensatory warrants.
Luiga’s start date. Specifically, this section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide.
Specifically, this section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide.
In addition, we explain how and why the people experience and compensation committee of our board of directors arrived at specific compensation policies and decisions involving our named executive officers during 2024. Each of the key elements of our executive compensation program is discussed in more detail below.
In addition, we explain how and why the people experience and compensation committee of our board of directors arrived at specific compensation policies and decisions involving our named executive officers during 2025. 61 Table of Contents Each of the key elements of our executive compensation program is discussed in more detail below.
There is no predetermined time of year for these reviews, although they are generally performed on an annual basis coinciding with our Company-wide employee compensation review beginning in March.
There is no predetermined time of year for these reviews, although they are generally performed on an annual basis coinciding with our Company-wide employee compensation review ending in April.
Non-Employee Director Compensation Similar to our executive compensation decisions, the people experience and compensation committee bases its decisions regarding non-employee director compensation, at least in part, by reference to the compensation of the non-employee directors in the Peer Group (as described above in “—Engagement of Compensation Consultant”).
Jenkins related to the vesting of such RSUs. Non-Employee Director Compensation Similar to our executive compensation decisions, the people experience and compensation committee bases its decisions regarding non-employee director compensation, at least in part, by reference to the compensation of the non-employee directors in the Peer Group (as described above in “—Engagement of Compensation Consultant”).
Norström was previously our Chief Freemium Business Officer and prior to that our Chief Premium Business Officer, Vice President of Growth, and Vice President of Subscriptions. Prior to joining Spotify in 2011, Mr. Norström was Chief New Business Officer at King.com Ltd. He was a member of the board of directors of Circle from 2016 through December 2019. Mr.
Prior to that, his roles at Spotify included Chief Freemium Business Officer, Chief Premium Business Officer, Vice President of Growth, and Vice President of Subscriptions. Before joining Spotify in 2011, Mr. Norström was Chief New Business Officer at King.com Ltd. He was a member of the board of directors of Circle from 2016 through December 2019. Mr.
Sarandos serves on the board of directors of Netflix. He also serves as chairman of the board of trustees for the Academy Museum of Motion Pictures and the Treasurer for the board of directors of Exploring the Arts.
He also serves as chairman of the board of trustees for the Academy Museum of Motion Pictures and the Treasurer for the board of directors of Exploring the Arts.
The Management Members disclaim beneficial ownership of the ordinary shares and the ordinary shares issuable upon vesting of non-qualified stock options and RSUs, except to the extent of their respective pecuniary interest therein. (5) Includes 376,297 ordinary shares held by Rivers Cross Trust, an entity wholly owned by Mr. McCarthy.
The Management Members disclaim beneficial ownership of the ordinary shares and the ordinary shares issuable upon vesting of non-qualified stock options and RSUs, except to the extent of their respective pecuniary interest therein. (4) Includes 345,702 ordinary shares held by Rivers Cross Trust, an entity wholly owned by Mr. McCarthy.
Warrior worked at Cisco, most recently as Chief Technology and Strategy Officer. She served as the Chief Executive Officer of NIO USA and Chief Development Officer of NIO Inc. from December 2015 to 2018. In 2019, she founded Fable Group, where she serves as President and Chief Executive Officer.
From 2008 to 2015 Ms. Warrior worked at Cisco, most recently as Chief Technology and Strategy Officer. She served as the Chief Executive Officer of NIO USA and Chief Development Officer of NIO Inc. from December 2015 to 2018. In 2019, she founded Fable Group.
(1) Includes 12,473,298 ordinary shares held by D.G.E. Investments Limited (“D.G.E. Investments”). Mr. Ek is the sole shareholder of D.G.E. Holding Limited (“D.G.E. Holding”), which is the sole shareholder of D.G.E. Investments.
(1) Includes 11,993,298 ordinary shares held by D.G.E. Investments Limited (“D.G.E. Investments”). Mr. Ek is the sole shareholder of D.G.E. Holding Limited (“D.G.E. Holding”), which is the sole shareholder of D.G.E. Investments.
Ted Sarandos is a member of our board of directors. He has been a member of our board of directors since September 13, 2016, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2024. In addition to his role on our board of directors, Mr.
He has been a member of our board of directors since September 13, 2016, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2025. In addition to his role on our board of directors, Mr. Sarandos serves on the board of directors of Netflix.
Further, the people experience and compensation committee reviews the performance of our CEO, and based on this review and the factors described above, recommends his total compensation to our board of directors for approval.
Further, the people experience and compensation committee reviews the performance of our CEO, and based on this review and the factors described above, recommends his total compensation to our board of directors for approval. Since July 1, 2017, Mr.
Ek has not received a base salary; however, the people experience and compensation committee may, from time to time, provide Mr. Ek with a discretionary bonus as it determines to be appropriate. Mr. Ek has not received a bonus since 2018. (6) For 2024, amount reflects $667,308 for personal security services.
Ek has not received a base salary; however, the people experience and compensation committee may, from time to time, provide Mr. Ek with a discretionary bonus as it determines to be appropriate. Mr. Ek has not received a bonus since 2018. (6) For 2025, amount reflects US$694,484 for personal security services.
Typically, our CEO reviews the performance of the other members of the executive leadership team, including the other named executive officers, and based on this review, along with the factors described above, makes recommendations to the people experience and compensation committee with respect to the total compensation, including each individual component of compensation, of these individuals for the coming year.
Typically, our CEO, and after January 1, 2026, our co-CEOs, will review the performance of the other members of the executive leadership team, including the other named executive officers, and based on this review, along with the factors described above, makes recommendations to the people experience and compensation committee with respect to the total compensation, including each individual component of compensation, of these individuals for the coming year.
He previously held several key leadership roles at Telia Company AB, a European telecommunications company, including President and Acting Chief Executive Officer and Chief Financial Officer. Mr. Luiga serves as a member of the board of directors of Axfood AB where he chairs the audit committee. Alex Norström is our Co-President, Chief Business Officer.
He previously held several key leadership roles at Telia Company AB, a European telecommunications company, including President and Acting Chief Executive Officer and Chief Financial Officer. Mr. Luiga serves as a member of the board of directors of Axfood AB where he chairs the audit committee. Anna Lundström is our Chief Human Resources Officer.
She has been a member of our board of directors since December 5, 2017, and her term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2024. In addition to her role on our board of directors, Ms. O’Neill serves on the board of directors of Hyatt Hotels Corp.
She has been a member of our board of directors since December 5, 2017, and her term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2025. In addition to her role on our board of directors, Ms.
The 2023 dollar amounts are based on a currency translation of SEK 10.08 per dollar as published by Reuters on December 31, 2023. The 2024 dollar amounts are based on a currency translation of SEK 11.07 per dollar as published by Reuters on December 31, 2024. The amounts include vacation pay received by Messrs.
The 2023 dollar amounts are based on a currency translation of SEK 10.08 per dollar as published by Reuters on December 31, 2023. The 2024 dollar amounts are based on a currency translation of SEK 11.07 per dollar as published by Reuters on December 31, 2024.
This industry is characterized by rapidly changing market requirements and the emergence of new competitors. To succeed in this environment, we must continuously develop solutions that meet the needs of our growing user base in a rapidly changing environment, efficiently develop and refine new and existing products and services, and demonstrate a strong return on investment to our advertisers.
To succeed in this environment, we must continuously develop solutions that meet the needs of our growing user base in a rapidly changing environment, efficiently develop and refine new and existing products and services, and demonstrate a strong return on investment to our advertisers.
The following table describes our average number of employees by department per fiscal year: December 31, % Change 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Content Production and Customer Service 502 663 785 (24) % (16) % Sales and Marketing 2,177 2,403 2,043 (9) % 18 % Research and Development 3,944 4,719 4,169 (16) % 13 % General and Administrative 1,068 1,338 1,362 (20) % (2) % 65 Table of Contents The following table describes our average number of employees by geographic location: December 31, 2024 2023 2022 United States 3,690 4,574 4,332 Sweden 1,397 1,706 1,853 United Kingdom 874 1,048 881 Additionally, for the years ended December 31, 2024, 2023, and 2022, we had an average of approximately 1,730, 1,795, and 1,294 employees and contractors, respectively, in the aggregate in Argentina, Australia, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, India, Indonesia, Ireland, Italy, Japan, Luxembourg, Mexico, Netherlands, Singapore, South Africa, South Korea, Spain, Taiwan, and United Arab Emirates.
The following table describes our average number of employees by department per fiscal year: December 31, % Change 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Content Production and Customer Service 468 502 663 (7) % (24) % Sales and Marketing 2,027 2,177 2,403 (7) % (9) % Research and Development 3,787 3,944 4,719 (4) % (16) % General and Administrative 1,005 1,068 1,338 (6) % (20) % The following table describes our average number of employees by geographic location: December 31, 2025 2024 2023 United States 3,466 3,690 4,574 Sweden 1,271 1,397 1,706 United Kingdom 887 874 1,048 Additionally, for the years ended December 31, 2025, 2024, and 2023, we had an average of approximately 1,663, 1,730, and 1,795 employees and contractors, respectively, in the aggregate in Argentina, Australia, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, India, Indonesia, Ireland, Italy, Japan, Luxembourg, Mexico, Netherlands, Singapore, South Africa, South Korea, Spain, Taiwan, and United Arab Emirates.
Our non-employee directors are also eligible to participate in our incentive mix program, which is intended to provide our non-employee directors with maximum flexibility and individual autonomy, by allowing our non-employee directors to have the ability to choose their own composition of long-term incentive awards each year.
Our non-employee directors are also eligible to participate in our incentive mix program, which is intended to provide our non-employee directors with maximum flexibility and individual autonomy, by allowing our non-employee directors to have the ability to choose their own composition of long-term incentive awards each year. For further information on our incentive mix program, please see “—Long-Term Incentives” above.
The following table shows the dollar amount of incentive compensation awarded to each named executive officer, as well as the allocations chosen by each such individual: Named Executive Officer Aggregate Long-Term Incentive Award Dollar Value ($) 2024 At-the-Money Stock Option Allocation 2024 Out-of-the-Money Stock Option Allocation 2024 RSU Allocation 2024 Cash Allocation ($) Daniel Ek — — — — — Christian Luiga 5,000,000 9,989 — — 3,750,000 Dustee Jenkins 4,500,000 12,796 — 12,796 — Alex Norström 12,500,000 71,090 — 23,697 — Gustav Söderström 12,500,000 142,180 — — — 61 Table of Contents Long-Term Incentive Award Decisions Each year our people experience and compensation committee reviews and, if needed, recommends updates to our current equity program to our board of directors for approval in order to incentivize our employees, including our named executive officers.
The following table shows the dollar amount of incentive compensation awarded to each named executive officer, as well as the allocations chosen by each such individual: Named Executive Officer Aggregate Long-Term Incentive Award Dollar Value ($) 2025 At-the-Money Stock Option Allocation 2025 Out-of-the-Money Stock Option Allocation 2025 RSU Allocation 2025 Cash Allocation ($) Daniel Ek — — — — — Alex Norström 12,500,000 31,133 — 10,378 — Gustav Söderström 12,500,000 31,133 — 10,378 — Christian Luiga 5,000,000 6,227 — — 3,750,000 Dustee Jenkins 4,500,000 11,208 — 3,736 — 65 Table of Contents Long-Term Incentive Award Decisions Each year our people experience and compensation committee reviews and, if needed, recommends updates to our current equity program to our board of directors for approval in order to incentivize our employees, including our named executive officers.
Typically, our CEO has been responsible for negotiating these arrangements, except with respect to his own compensation, with the oversight and final approval of the members of our board of directors or the people experience and compensation committee.
Typically, our CEO (or co-CEOs, starting in January 2026) has been responsible for negotiating these arrangements, except with respect to their own compensation, with the oversight and final approval of the members of our board of directors or the people experience and compensation committee.
Warrior serves as a member of the board of directors of Mahindra & Mahindra. She previously served as a member of the board of directors of Microsoft from 2015 to 2023, The Gap, Inc. from 2013 to 2016, and Box, Inc. from 2014 to 2016. From 2008 to 2015 Ms.
Warrior serves as a member of the board of directors of Mahindra & Mahindra as well as the boards of directors of certain private companies. She previously served as a member of the board of directors of Microsoft from 2015 to 2023, The Gap, Inc. from 2013 to 2016, and Box, Inc. from 2014 to 2016.
D. Employees In 2024, 2023, and 2022, we had 7,691, 9,123, and 8,359 full-time employees on average, respectively.
D. Employees In 2025, 2024, and 2023, we had 7,287, 7,691, and 9,123 full-time employees on average, respectively.
As noted 68 Table of Contents above, for the cash awards granted in 2024, 3/48ths of the cash payment vested on the first day of the third calendar month following the date of grant, and thereafter 1/48th of the cash payment granted vests on the first day of each calendar month thereafter, subject to continued employment.
As noted above, for the cash awards granted in 2025, 3/48ths of the cash payment vested on the first day of the third calendar month following the date of grant, and thereafter 1/48th of the cash payment granted vests on the first day of each calendar month thereafter, subject to continued employment. Warrants On August 23, 2021, Mr.
Marshall and the other members of TCV VIII Management and TCV XI Management (collectively, the “Management Members”) may be deemed to have the shared power to dispose or direct the disposition of the 1,380 ordinary shares, the 11,164 unvested non-qualified stock options, and the 11,496 vested non-qualified stock options held by Mr. Marshall.
Marshall and the other members of TCV VIII Management and TCV XI Management (collectively, the “Management Members”) may be deemed to have the shared power to dispose or direct the disposition of the 1,789 ordinary shares, 1,595 unvested RSUs, the 5,499 unvested non-qualified stock options, and the 17,161 vested non-qualified stock options held by Mr. Marshall.
Söderström and Norström were each paid in Swedish krona in 2022, 2023, and 2024. Mr. Luiga was paid in Swedish krona in 2024.The 2022 dollar amounts are based on a currency translation of SEK 9.60 per dollar as published by Reuters on December 31, 2022.
These 2025 dollar amounts are based on a currency translation of EUR 1.17 per dollar and SEK 9.20 per dollar as published by Reuters on December 31, 2025. (7) Messrs. Söderström and Norström were each paid in Swedish krona in 2023, 2024, and 2025. Mr. Luiga was paid in Swedish krona in 2024 and 2025.
Söderström and Norström pursuant to Swedish standards. Additionally, for a portion of 2023 and 2024, Mr. Norström was paid in British pound. The 2023 dollar amounts are based on a currency translation of GBP 0.79 per dollar as published by Reuters on December 31, 2023.
The 2025 dollar amounts are based on a currency translation of SEK 9.20 per dollar as published by Reuters on December 31, 2025. The amounts include vacation pay received by Messrs. Söderström, Norström and Luiga pursuant to Swedish standards. Additionally, for a portion of 2023 and 2024, Mr. Norström was paid in British pound.
Since July 1, 2017, our CEO has not been awarded any compensation, but from time to time he 58 Table of Contents has been provided with the opportunity to purchase non-compensatory warrants at fair market value through D.G.E.
Ek, our CEO prior to January 1, 2026, has not been awarded any compensation, but from time to time he has been provided with the opportunity to purchase non-compensatory warrants at fair market value through D.G.E.
Martin Lorentzon is our co-founder and a member of our board of directors. He has been a member of our board of directors since July 21, 2008, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2024. Mr.
He has been a member of our board of directors since July 21, 2008, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2025. Mr. Lorentzon previously served as Chairman of our board of directors from 2008 to 2016.
Directors and Senior Management The following table sets forth the names, ages, and positions of our senior management and directors as of the date of this report: Name Age Position Daniel Ek 41 Founder, Chief Executive Officer, Chairman, and Director Martin Lorentzon 55 Co-Founder and Director Katarina Berg (1) 56 Chief Human Resources Officer Dustee Jenkins 46 Chief Public Affairs Officer Christian Luiga 56 Chief Financial Officer Alex Norström 48 Co-President, Chief Business Officer Gustav Söderström 48 Co-President, Chief Product & Technology Officer Christopher Marshall 56 Lead Independent Director Barry McCarthy 71 Director Shishir Mehrotra 45 Director Heidi O’Neill 60 Director Ted Sarandos 60 Director Thomas Staggs 64 Director Mona Sutphen 57 Director Padmasree Warrior 64 Director ______________________ (1) Ms.
Directors and Senior Management The following table sets forth the names, ages, and positions of our senior management and directors as of the date of this report: Name Age Position Daniel Ek 42 Founder and Executive Chairman Martin Lorentzon 56 Co-Founder and Director Alex Norström 49 Co-Chief Executive Officer and Director Gustav Söderström 49 Co-Chief Executive Officer and Director Dustee Jenkins 47 Chief Public Affairs Officer Christian Luiga 57 Chief Financial Officer Anna Lundström 42 Chief Human Resources Officer Christopher Marshall 57 Lead Independent Director Barry McCarthy 72 Director Shishir Mehrotra 46 Director Heidi O’Neill 61 Director Ted Sarandos 61 Director Thomas Staggs 65 Director Mona Sutphen 58 Director Padmasree Warrior 65 Director The business address of each director and each of Mr.
From time to time, we have engaged temporary employees to fill open positions. Our global workforce is predominantly non-unionized, although we have some employees in the U.S. and internationally who are represented by unions or works councils. E. Share Ownership The following table provides information regarding share ownership by our officers and directors as of December 31, 2024.
From time to time, we have engaged temporary employees to fill open positions. Our global workforce is predominantly non-unionized, although we have some employees in the U.S. and internationally who are represented by unions or works councils. 69 Table of Contents E.
She previously served as a member of the board of directors of Skullcandy, where she also was the Chair of the compensation committee, and the Nike School Innovation Fund, of which she was a founding member. Ms. O’Neill also serves as the President of Consumer, Product and Brand, a division of Nike, Inc.
O’Neill serves on the board of directors of Hyatt Hotels Corp and Lithia Motors Inc. She previously served as a member of the board of directors of Skullcandy, where she also was the Chair of the compensation committee, and the Nike School Innovation Fund, of which she was a founding member. Ms.
Each warrant was purchased for $46.01, the then-current fair market value per share. The terms and conditions for the warrants provided that D.G.E. Investments may purchase the ordinary shares underlying the warrants for $281.63 per share at any time through August 23, 2024. On July 25, 2024, Mr. Ek, through D.G.E.
Ek purchased, through D.G.E. Investments, 800,000 non-compensatory warrants in the Company, pursuant to a subscription agreement. Each warrant was purchased for US$46.01, the then-current fair market value per share. The terms and conditions for the warrants provided that D.G.E. Investments may purchase the ordinary shares underlying the warrants for US$281.63 per share at any time through August 23, 2024.
(6) Includes 12,250 RSUs which the Company retained as part of a net share settlement to satisfy the applicable tax withholding liability of Mr. Norström related to the vesting of such RSUs.
(4) Includes 815 RSUs which the Company retained as part of a net share settlement to satisfy the applicable tax withholding liability of Mr. Söderström related to the vesting of such RSUs. (5) Includes 6,105 RSUs which the Company retained as part of a net share settlement to satisfy the applicable tax withholding liability of Ms.
Our total compensation for our named executive officers other than our CEO (who, as we note below, did not receive any cash or equity compensation in 2024), including cash and equity compensation, was between the 50 th and 75 th percentile of our Peer Group.
Ek (who, as we note below, did not receive any cash or equity compensation in 2025), including cash and equity compensation, was between the 50 th and 75 th percentile of our Peer Group.
For further information on our equity award programs, please see “—Stock Options,” “—Restricted Stock Units” and “—Cash Program” below. In 2024, each of our named executive officers, other than Messrs. Ek and Vogel, participated in the incentive mix program. Mr. Vogel was not eligible to participate in the program because he left the company in March 2024.
For further information on our equity award programs, please see “—Stock Options,” “—Restricted Stock Units” and “—Cash Program” below. In 2025, each of our named executive officers, other than Mr. Ek, participated in the incentive mix program.
Our compensation programs are designed to be flexible and complementary and to collectively serve their principles and objectives. 57 Table of Contents Executive Compensation Philosophy and Objectives We operate in the highly competitive and dynamic digital media industry as the world’s most popular global audio streaming subscription service.
Our compensation programs are designed to be flexible and complementary and to collectively serve their principles and objectives. Executive Compensation Philosophy and Objectives We operate in the highly competitive and dynamic digital media industry as the world’s most popular audio streaming subscription service. This industry is characterized by rapidly changing market requirements and the emergence of new competitors.
Compensation Tables 2024 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2024, 2023, and 2022.
As of December 31, 2025, there were no outstanding warrants. 72 Table of Contents Compensation Tables 2025 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025, 2024, and 2023.
Investments, an entity indirectly wholly owned by him, as described below in “Warrants.” The current compensation levels of our executive leadership team, including the named executive officers, primarily reflect the varying roles and responsibilities of each individual. Engagement of Compensation Consultant The people experience and compensation committee has engaged the services of Compensia to provide executive compensation advisory services.
The current compensation levels of our executive leadership team, including the named executive officers, primarily reflect the varying roles and responsibilities of each individual. Engagement of Compensation Consultant The people experience and compensation committee has engaged the services of Compensia to provide executive compensation advisory services.
He has been a member of our board of directors since July 21, 2008, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2024. Prior to founding Spotify in 2006, Mr.
He has been a member of our board of directors since January 1, 2026, and his term will expire on the date of the general meeting of shareholders to be held to approve the annual accounts of 2025. Mr.
McCarthy was a private investor and served as a member of the board of directors of several private companies, including Spotify from 2014 to 2015.
McCarthy previously served as our Chief Financial Officer from 2015 to January 2020. Prior to joining Spotify, Mr. McCarthy was a private investor and served as a member of the board of directors of several private companies, including Spotify from 2014 to 2015.
Vogel (prior to his departure) and Ms. Jenkins, we have established a 401(k) retirement savings plan. Under the 401(k) plan, eligible employees may elect to reduce their current compensation by up to the prescribed annual limit and contribute these amounts to the 401(k) plan.
For our employees in the United States who satisfy certain eligibility requirements, including Ms. Jenkins, we have established a 401(k) retirement savings plan. Under the 401(k) plan, eligible employees may elect to reduce their current compensation by up to the prescribed annual limit and contribute these amounts to the 401(k) plan.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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(4) Includes 4,276,200 ordinary shares held of record by TME Hong Kong, 9,076,240 ordinary shares held of record by Image Frame, 3,227,920 ordinary shares held of record by Tencent Mobility Limited, and 51,609 ordinary shares held by Distribution Pool Limited received in connection with a distribution in kind of the Company’s ordinary shares by a fund in which an affiliate of Distribution Pool Limited is a limited partner.
(3) Includes 4,276,200 ordinary shares held of record by TME Hong Kong, 9,076,240 ordinary shares held of record by Image Frame, 3,227,920 ordinary shares held of record by Tencent Mobility Limited, and 51,609 ordinary shares held by Distribution Pool Limited received in connection with a distribution in kind of the Company’s ordinary shares by a fund in which an affiliate of Distribution Pool Limited is a limited partner.
Ordinary shares issuable pursuant to options, warrants, and RSUs are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such options, warrants, and RSUs but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person.
Ordinary shares issuable pursuant to options and RSUs are deemed outstanding for computing the percentage of the class beneficially owned by the person holding such options and RSUs but are not deemed outstanding for computing the percentage of the class beneficially owned by any other person.
Our beneficiary certificates carry no economic rights and are issued to provide the holders of such beneficiary certificates additional voting rights; however, each beneficiary certificate entitles its holder to one vote.
Our beneficiary certificates carry no economic rights and are issued to provide the holders of such beneficiary certificates additional voting rights. Each beneficiary certificate entitles its holder to one vote.
Major Shareholders The following table sets forth, as of December 31, 2024 (except where noted), the number of our ordinary shares and beneficiary certificates held by each person we know to be the beneficial owner of more than 5% of our ordinary shares and beneficiary certificates, respectively, and the percentage of total votes held by each such person.
Major Shareholders The following table sets forth, as of December 31, 2025 (except where noted), the number of our ordinary shares and beneficiary certificates held by each person we know to be the beneficial owner of more than 5% of our ordinary shares and beneficiary certificates, respectively, and the percentage of total votes held by each such person.
The beneficiary certificates, subject to certain exceptions, are non-transferable and shall be automatically canceled for no consideration in the case of sale or transfer of the ordinary share to which they are linked. See “Item 10.B. Memorandum and Articles of Association.” (6) Mr.
The beneficiary certificates, subject to certain exceptions, are non-transferable and shall be automatically canceled for no consideration in the case of sale or transfer of the ordinary share to which they are linked. See “Item 10.B. Memorandum and Articles of Association.” (5) Mr.
(5) Our shareholders have authorized the issuance of up to 1,400,000,000 beneficiary certificates to shareholders of the Company without reserving to our existing shareholders a preemptive right to subscribe for the beneficiary certificates issued in the future.
(4) Our shareholders have authorized the issuance of up to 1,400,000,000 beneficiary certificates to shareholders of the Company without reserving to our existing shareholders a preemptive right to subscribe for the beneficiary certificates issued in the future.
In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the ordinary shares issuable pursuant to options, warrants, and RSUs that are exercisable or settled within 60 days of December 31, 2024.
In accordance with the rules of the SEC, beneficial ownership includes voting or investment power with respect to securities and includes the ordinary shares issuable pursuant to options and RSUs that are exercisable or settled within 60 days of December 31, 2025.
We have issued ten beneficiary certificates per ordinary share issued by us and held of record to entities beneficially owned by our founders, Daniel Ek and Martin Lorentzon, for a total of 324,732,980 beneficiary certificates outstanding as of December 31, 2024.
We have issued ten beneficiary certificates per ordinary share issued by us and held of record to entities beneficially owned by our founders, Daniel Ek and Martin Lorentzon, for a total of 309,932,980 beneficiary certificates outstanding as of December 31, 2025.
Investments. Mr. Ek is the sole shareholder of D.G.E. Holding, which is the sole shareholder of D.G.E. Investments. Mr. Ek exercises voting power over the ordinary shares held of record by TME Hong Kong, Image Frame, Tencent Mobility Limited, and Distribution Pool Limited through his indirect ownership of D.G.E.
Ek is the sole shareholder of D.G.E. Holding, which is the sole shareholder of D.G.E. Investments. Mr. Ek exercises voting power over the ordinary shares held of record by TME Hong Kong, Image Frame, Tencent Mobility Limited, and Distribution Pool Limited through his indirect ownership of D.G.E. Investments, which holds an irrevocable proxy with regard to these ordinary shares.
Investments, which holds an irrevocable proxy with regard to these ordinary shares. As such, Mr. Ek may be deemed to share beneficial ownership of the ordinary shares held of record by TME Hong Kong, Image Frame, Tencent Mobility Limited, and Distribution Pool Limited. Additionally, each of D.G.E. Holding and Mr.
As such, Mr. Ek may be deemed to share beneficial ownership of the ordinary shares held of record by TME Hong Kong, Image Frame, Tencent Mobility Limited, and Distribution Pool Limited. Additionally, each of D.G.E. Holding and Mr. Ek may be deemed to share beneficial ownership of the ordinary shares held of record by D.G.E. Investments.
As such, each of Amaltea and Mr. Lorentzon may be deemed to share beneficial ownership of the shares held of record by Rosello. The business address of Rosello is 22 Stasikratous Street, Office 001, 1065 Nicosia, Cyprus.
Lorentzon may be deemed to share beneficial ownership of the shares held of record by Rosello. The business address of Rosello is 22 Stasikratous Street, Office 001, 1065 Nicosia, Cyprus.
As of December 31, 2024, the registrar and transfer agent for our Company reported that 172,451,326 of our ordinary shares were held by 436 record holders in the United States and none of our beneficiary certificates were held by record holders in the United States.
As of December 31, 2025, the registrar and transfer agent for our Company reported that 177,613,882 of our ordinary shares were held by 443 record holders in the United States and none of our beneficiary certificates were held by record holders in the United States.
Ek may be deemed to share beneficial ownership of the ordinary shares held of record by D.G.E. Investments. The business address of D.G.E. Holding and D.G.E. Investments is 1 Alexandrou Panagouli, Office 2B, Novel Tower, 6057 Larnaca, Cyprus. The business address of Mr. Ek is c/o Spotify AB Regeringsgatan 19, 111 53 Stockholm, Sweden.
The business address of D.G.E. Holding and D.G.E. Investments is 1 Alexandrou Panagouli, Office 2B, Novel Tower, 6057 Larnaca, Cyprus. The business address of Mr. Ek is c/o Spotify AB Regeringsgatan 19, 111 53 Stockholm, Sweden. 78 Table of Contents (2) Includes 19,000,000 ordinary shares held by Rosello.
The percentage of beneficial ownership for the following table is based on 203,844,409 total ordinary shares and 324,732,980 total beneficiary certificates outstanding as of December 31, 2024.
The percentage of beneficial ownership for the following table is based on 205,832,527 total ordinary shares and 309,932,980 total beneficiary certificates outstanding as of December 31, 2025.
(2) Includes 20,000,000 ordinary shares held by Rosello. Also includes 45,566 ordinary shares issuable pursuant to options that are held of record by Mr. Lorentzon that are exercisable within 60 days of December 31, 2024. Mr. Lorentzon is the sole shareholder of Amaltea, which is the sole 74 Table of Contents shareholder of Rosello.
Also includes 43,984 ordinary shares issuable pursuant to options that are held of record by Mr. Lorentzon that are exercisable within 60 days of December 31, 2025. Mr. Lorentzon is the sole shareholder of Amaltea, which is the sole shareholder of Rosello. As such, each of Amaltea and Mr.
Ordinary Shares Beneficiary Certificates (5) Percent of Total Voting Power Name Number Percent Number Percent Daniel Ek (1)(6) 29,105,267 14.3 % 124,732,980 38.4 % 29.1 % Martin Lorentzon (2) 20,051,949 9.8 % 200,000,000 61.6 % 41.6 % Baillie Gifford & Co (3) 15,570,335 7.6 % — — 2.9 % Tencent (4) 16,631,969 8.2 % — — — (6) ________________________ (1) Includes 12,473,298 ordinary shares that are held by D.G.E.
Ordinary Shares Beneficiary Certificates (4) Percent of Total Voting Power Name Number Percent Number Percent Daniel Ek (1)(5) 28,625,267 13.9 % 119,932,980 38.7 % 28.8 % Martin Lorentzon (2) 19,050,367 9.3 % 190,000,000 61.3 % 40.5 % Tencent (3) 16,631,969 8.1 % — — — (5) ________________________ (1) Includes 11,993,298 ordinary shares that are held by D.G.E. Investments. Mr.
Removed
(3) Based on information reported on Schedule 13G/A, as filed by Baillie Gifford & Co (Scottish partnership) (“Baillie Gifford”) with the SEC on November 5, 2024, Baillie Gifford has the following powers with respect to our ordinary shares: (i) sole voting power: 11,508,150; (ii) shared voting power: 0; (c) sole dispositive power: 15,570,335; and (iv) shared dispositive power: 0.
Removed
The business address for Baillie Gifford is Carlton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, U.K.

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