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What changed in Opera Ltd's 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Opera Ltd's 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+664 added−860 removedSource: 20-F (2026-03-27) vs 20-F (2025-04-10)

Top changes in Opera Ltd's 2025 20-F

664 paragraphs added · 860 removed · 326 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

110 edited+218 added−305 removed16 unchanged
Biggest changeIn addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including the following: • variations in our announced dividends as well as quarterly or annual revenue, earnings and cash flow; • announcements of new investments or divestments, acquisitions, strategic partnerships or joint ventures by us or our competitors; • announcements of new products, services and expansions by us or our competitors; • changes in financial estimates by securities analysts; • detrimental adverse publicity about us, our platforms or our industries; • additions or departures of key personnel; • short seller reports that make allegations against us or our affiliates, even if unfounded; • share repurchase activity or sales of additional equity securities; • potential litigation or regulatory investigations; and • other risk factors mentioned in this annual report.
Biggest changeIn addition, the market price and trading volume of our ADSs may be affected by, among other things: • variations in our actual or anticipated financial results, dividends, or cash flows; • announcements regarding investments, divestments, acquisitions, strategic partnerships, or other corporate transactions by us or our competitors; • the introduction of new products or services, or changes in our competitive position; • changes in financial estimates, recommendations, or coverage by securities or industry analysts, including downgrades of our ADSs or the initiation or cessation of analyst coverage, which could reduce market visibility or investor interest; • adverse publicity or speculation regarding our business, platforms, or industry, including allegations by short sellers, whether or not well founded; • additions or departures of key personnel; • issuances of equity securities by us, or substantial sales of equity securities by our existing shareholders, or the market perception that such issuances or sales could occur; • trading activity in our share repurchase program; and • actual or threatened litigation, regulatory actions, or other risk factors described in this annual report. 18 Table of Contents Any of these factors could result in significant volatility in the trading price or volume of our ADSs.
While we believe we have taken reasonable measures to secure our crypto assets, these risks, in addition to human errors and computer malfunctions, may result in the loss or destruction of private keys needed to access the crypto assets we hold, in which case we may lose part or all of the crypto assets we hold, and our financial condition and results of operations may be harmed.
While we believe we have taken reasonable measures to secure our crypto assets, these risks, in addition to human errors and computer malfunctions, may result in theft, loss or destruction of private keys needed to access the crypto assets we hold, in which case we may lose part or all of the crypto assets we hold, and our financial condition and results of operations may be harmed.
Based on the market price of our ADSs, the value of our assets and the nature and composition of our income and assets, we do not believe that we were a PFIC for United States federal income tax purposes for our taxable year ended December 31, 2024, and we do not expect to become a PFIC for our current taxable year, although there can be no assurances in this regard.
Based on the market price of our ADSs, the value of our assets and the nature and composition of our income and assets, we do not believe that we were a PFIC for United States federal income tax purposes for our taxable year ended December 31, 2025, and we do not expect to become a PFIC for our current taxable year, although there can be no assurances in this regard.
Further, while we believe our classification methodology and valuation approach are reasonable, it is possible that the IRS may challenge our classification or valuation of our goodwill and other unrecorded intangibles, which may result in our being or becoming a PFIC for our taxable year ended December 31, 2024, the current taxable year or one or more future taxable years.
Further, while we believe our classification methodology and valuation approach are reasonable, it is possible that the IRS may challenge our classification or valuation of our goodwill and other unrecorded intangibles, which may result in our being or becoming a PFIC for our taxable year ended December 31, 2025, the current taxable year or one or more future taxable years.
In addition, the determination of whether we will be a PFIC for any taxable year may also depend in part upon the value of our goodwill and other unrecorded intangibles not reflected on our balance sheet (which may depend upon the market price of our ADSs or ordinary shares from time to time, which may fluctuate significantly) and also may be affected by if, how, and how quickly, we spend our liquid assets and the cash we generate from our operations and raise in any offering.
In addition, the determination of whether we will be a PFIC for any taxable year may also depend in part upon the value of our goodwill and other unrecorded intangibles not reflected on our balance sheet (which may depend upon the market price of our ADSs or ordinary shares from time to time, which may fluctuate significantly) and also may be affected by if, how, and how quickly, we spend our liquid assets and the cash we generate from our operations and 20 Table of Contents raise in any offering.
A United States shareholder of a CFC may be required to annually report and include in its United States taxable income its pro rata share of “subpart F income,” “global intangible low-taxed income” and investments in United States property by CFCs, whether 23 Table of Contents or not we make any distributions.
A United States shareholder of a CFC may be required to annually report and include in its United States taxable income its pro rata share of “subpart F income,” “global intangible low-taxed income” and investments in United States property by CFCs, whether or not we make any distributions.
Crypto assets have no physical form and rely on blockchain and other technologies for their creation, existence, and transactional validation on their respective networks. This reliance subjects crypto assets, cryptocurrency exchanges, and other blockchain intermediaries to unique risks related to cybersecurity, malicious attack, and technological obsolescence.
Crypto assets rely on blockchain and other technologies for their creation, existence, and transactional validation on their respective networks. This reliance subjects crypto assets, cryptocurrency exchanges, and other blockchain intermediaries to unique risks related to cybersecurity, malicious attack, and technological obsolescence.
While these numbers are based on what we believe to be reliable data, there are inherent challenges in measuring how our platforms are used across large populations throughout the regions that we operate in. For example, we typically are not able to distinguish individual users who use multiple applications.
While these metrics are based on what we believe to be reliable data, there are inherent challenges in measuring how our products and services are used across large populations throughout the regions that we operate in. For example, we typically are not able to distinguish individual users who use multiple applications.
Most of our revenue is denominated in the U.S. dollar and euro, while operating expenses are incurred in a wider specter of currencies, including the Norwegian krone, Chinese renminbi, Polish zloty, Swedish krona, British pound, and the euro. The functional currency of our revenue-generating entities is primarily the U.S. dollar.
Most of our revenue is denominated in U.S. dollars and euros, while a significant portion of our operating expenses are incurred in these and other currencies, including the Norwegian krone, Chinese renminbi, Polish zloty, Swedish krona, British pound and Singapore dollar.
The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to sell or distribute our applications.
The terms of many open source licenses have not been extensively interpreted by courts, and there is a risk that such licenses could be construed in ways that impose unanticipated conditions or restrictions on our ability to use, modify, or distribute our software.
A substantial portion of our holdings of crypto assets are derived from a strategic partnership agreement entered into in 2023 with AP Grant Foundation Company, an entity promoting the Celo blockchain. See “Item 5. Operating and Financial Review and Prospects—B.
A substantial portion of our crypto asset holdings is derived from a strategic partnership with the AP Grant Foundation Company. See “Item 5. Operating and Financial Review and Prospects—B.
We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands.
Shareholder rights under Cayman Islands law may be more limited than under U.S. law. We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by Cayman Islands law and our memorandum and articles of association.
Operating Results—Major Factors Affecting Our Results of Operations—Our Ability to Conduct and Manage Strategic Investments and Acquisitions” and Note 11 to our consolidated financial statements included elsewhere in this annual report for additional information regarding our minority investments in other entities. 9 Table of Contents Our MiniPay and Web3 initiatives are subject to risks including regulatory uncertainty, dependence on key partnerships, and sustainability challenges that could adversely affect our business.
Operating Results—Major Factors Affecting Our Results of Operations—Investments and Acquisitions” and Note 11 to our consolidated financial statements included elsewhere in this annual report for additional information regarding our minority investments in other entities. 7 Table of Contents Market, regulatory, and commercial uncertainties could adversely affect MiniPay and our Web3 Initiatives.
Our user metrics are also affected by technology on certain mobile devices that automatically runs in the background of our applications when another phone function is used, and this activity can cause our system to miscount the user metrics associated with such applications. Errors or inaccuracies in our metrics or data could also result in incorrect business decisions and inefficiencies.
Our user metrics are also affected by technology on certain mobile devices that automatically runs in the background, and this activity can cause our system to miscount the user metrics associated with such applications.
As of December 31, 2024, we held crypto assets classified as intangible assets in the Statement of Financial Position with a total carrying amount of $3.1 million. At the same time we held stablecoins accounted for as financial assets measured at fair value through profit or loss and presented as cash equivalents with a total carrying amount of $0.8 million.
As of December 31, 2025, we held crypto assets classified as intangible assets with a carrying amount of $0.2 million and stablecoins accounted for as financial assets measured at fair value through profit or loss with a carrying amount of $0.9 million.
Section 404 of the Sarbanes-Oxley Act requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F.
As a public company in the United States, we are subject to the Sarbanes-Oxley Act of 2002. Section 404 requires management to assess and report on the effectiveness of our internal control over financial reporting (“ICFR”) in our annual report on Form 20-F.
In the future, as our international operations increase, or more of our revenue and expenses are generated or denominated in currencies other than the U.S. dollar, our operating results may become more sensitive to fluctuations in the exchange rates of various currencies relative to the U.S. dollar.
As a greater portion of our revenues and expenses may be generated or denominated in currencies other than the U.S. dollar, our results of operations may become more sensitive to currency exchange rate fluctuations.
The deposit agreement governing the ADSs representing our ordinary shares provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.
The deposit agreement governing our ADSs provides that, to the fullest extent permitted by law, ADS holders waive the right to a jury trial for claims against us or the depositary arising out of or relating to our ordinary shares, the ADSs, or the deposit agreement, including claims under the U.S. federal securities laws. 22 Table of Contents If a claim is brought and we or the depositary seek to enforce this waiver, a court would determine the waiver’s enforceability based on the facts, circumstances and applicable law.
We are subject to a variety of laws and regulations that involve matters central to our business, including user privacy, rights of publicity, data protection, protection of minors, and consumer protection.
We are subject to a wide range of laws and regulations that are central to our business, including those relating to user privacy, data protection, artificial intelligence, protection of minors, rights of publicity, and consumer protection. These requirements are complex, evolving, and differ significantly across jurisdictions.
Any future losses on these investments could have a material impact on our results of operations and our financial position. See Note 11 to our consolidated financial statements included elsewhere in this annual report for additional information on our investments in unconsolidated entities.
Any impairment or fair value losses on these investments could materially adversely affect our financial condition and results of operations. See Note 11 to our consolidated financial statements included elsewhere in this annual report for additional information on our investments in unconsolidated entities. In addition, we are exposed to credit risk related to trade receivables.
We may be, and in some instances have been, subject to claims, lawsuits (including class actions and individual lawsuits), government investigations and other proceedings relating to intellectual property, consumer protection, privacy, labor and employment, import and export practices, competition, securities, tax, marketing and communications practices, commercial disputes and other matters.
From time to time, we may be a party to claims, lawsuits (including purported class actions), regulatory or governmental investigations, and other proceedings. These matters may relate to, among other things, intellectual property, privacy and data protection, consumer protection, advertising and marketing practices, competition, labor and employment, securities, tax, import and export practices, commercial disputes and other matters.
Liquidity and Capital Resources—Contractual Obligations.” Although we have implemented guidelines to limit our exposure to crypto assets, including caps on our 13 Table of Contents holdings and policies for converting assets to fiat currencies, our holdings of crypto assets may increase from time to time as we pursue additional opportunities in or relating to Web3 and blockchain technologies in the future.
Liquidity and Capital Resources—Liquidity and Material Cash Requirements—Contractual Obligations.” Although we have guidelines intended to limit our exposure, including caps on holdings and conversion policies, our exposure to crypto assets may increase as we pursue additional blockchain-related opportunities.
Our ability to obtain external financing in the future is subject to a variety of uncertainties, including inflation and changes in interest rates, geopolitical conflict, our future financial condition, results of operations, cash flows, share price performance, liquidity of international capital and lending markets and governmental regulations in the markets that we operate in.
Our ability to obtain external financing on acceptable terms, or at all, may depend on a variety of factors, including market conditions, interest rates, inflation, geopolitical developments, the availability and liquidity of capital and credit markets, governmental regulations, and our financial condition, results of operations, cash flows, and share price performance.
So long as we remain a controlled company relying on any of such exemptions and during any transition period following the time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
As long as we remain a controlled company relying on any of such exemptions and during any applicable transition period following a change in that status, holders of our ADSs will not have the same corporate governance protections as shareholders of companies that are subject to all Nasdaq governance requirements. 19 Table of Contents Compliance with multiple regulatory regimes may increase costs and limit operational flexibility.
Due to the shareholding of our chairman and chief executive officer, James Yahui Zhou, and because Kunlun is the beneficial owner of a majority of the voting power of our issued and outstanding share capital, we qualify as a “controlled company” under Nasdaq rules.
Due to the beneficial ownership of Kunlun and our Executive Chairman, we qualify as a “controlled company” under Nasdaq rules.
Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company.” Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and the ADSs.
Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company.” Our organizational documents may discourage or delay a change of control. Our memorandum and articles of association contain provisions that could discourage, delay, or prevent a change of control of our company.
As a Cayman Islands exempted company listed on the Nasdaq Global Select Market, we are subject to Nasdaq corporate governance listing standards which permit a foreign private issuer like us to follow the corporate governance practices of its home country.
As a foreign private issuer listed on the Nasdaq Global Select Market, we are permitted to follow certain corporate governance practices of our home country in lieu of Nasdaq corporate governance standards that apply to U.S. domestic issuers.
As of the date of this annual report, Kunlun, a Chinese public company listed on the Shenzhen Stock Exchange, indirectly owns 68.8% of our issued and outstanding ordinary shares. As such, we are a consolidated subsidiary of Kunlun. In addition, Mr. Zhou, our chairman of the board and chief executive officer, is also a controlling shareholder of Kunlun.
Kunlun and our executive chairman have control over our company and their interests may not be aligned with those of other shareholders. As of the date of this annual report, Kunlun, a Chinese public company listed on the Shenzhen Stock Exchange, indirectly owns approximately 68.0% of our outstanding ordinary shares, and we are therefore a consolidated subsidiary of Kunlun.
Any dividends paid to ADS holders will be paid net of fees and expenses as provided under the deposit agreement. 22 Table of Contents The return on your investment in the ADSs will also likely depend upon any future price appreciation of the ADSs.
Any dividends paid to ADS holders will be subject to applicable fees and expenses under the deposit agreement. Accordingly, any return on an investment in our ADSs will depend on a combination of dividends actually paid, if any, and changes in the market price of our ADSs.
These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction.
These provisions may deprive shareholders of the opportunity to sell their shares at a premium by deterring third parties from pursuing a tender offer or other change-of-control transaction.
As a holder of ADSs, you will only be able to exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary.
As a holder of ADSs, you may exercise voting rights with respect to the underlying ordinary shares only in accordance with the deposit agreement. You do not have the right to vote the underlying shares directly unless you first withdraw the shares from the ADS facility.
In addition, the internet infrastructure, especially in the emerging markets where we operate, may not support the demands associated with continued growth in internet usage. We use third party data center and cloud computing providers to host our services and for the storing of data related to our business.
Our business depends on the performance and reliability of internet infrastructure and third-party data centers, cloud computing, and telecommunications providers in the markets where we operate. In certain regions, particularly emerging markets, infrastructure limitations may constrain performance or fail to support continued growth in internet usage.
Intangible assets, including goodwill, and property and equipment, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount might not be recoverable.
These assets are tested for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. Irrespective of any impairment indicators, goodwill and other indefinite-lived intangible assets are tested annually for impairment.
Furthermore, this concentration of ownership may also discourage, delay or prevent a change in control of our company, which could have the dual effect of depriving our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of the ADSs.
These actions may be taken even if they are opposed by holders of our ADSs. This concentration of ownership may discourage, delay, or prevent a change in control of our company, potentially depriving ADS holders of an opportunity to receive a premium for their ADSs and adversely affecting the market price of our ADSs.
For example, our Board of Directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise.
For example, our Board of Directors is authorized, without shareholder approval, to issue preferred shares in one or more series and to determine their terms, including voting rights, dividend rights, conversion rights, redemption provisions, and liquidation preferences, which could be senior to the rights of our ordinary shares.
Our products and services depend on the ability of our users to access the internet. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies and government-owned service providers.
Internet access providers and government actions may restrict access to our products Our products and services depend on users’ ability to access the internet, which is largely controlled by broadband, mobile, and other internet access providers that may have significant market power in the regions where we operate.
You should carefully consider the risks described below, together with all of the other information in this annual report on Form 20-F. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations.
The risks described below are not the only risks we face, and additional risks and uncertainties that are not currently known to us or that we currently consider immaterial may also materially and adversely affect our business, financial condition, and results of operations. If any of these risks occur, the trading price of our ADSs could decline.
Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors There is a high degree of risk associated with our company and business.
Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Investing in our ADSs involves risks. You should carefully consider the risks described below, together with all other information included in this annual report on Form 20-F.
As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.
As a result, the information we provide to investors may be less extensive or less timely than that provided by U.S. domestic issuers, and investors may not be afforded the same protections available to investors in U.S. domestic public companies.
Any future impairment charges that we are required to record could be material and have a material adverse impact on our results of operations. See Notes 9 and 10 to our consolidated financial statements included elsewhere in this annual report for additional information on our intangible and fixed assets.
Future adverse 11 Table of Contents developments could require additional impairment charges, which could be material and adversely affect our results of operations. See Notes 9 and 10 to our consolidated financial statements for additional information.
The carrying amounts of goodwill and other intangible assets, which predominantly relate to our acquisition of Opera Norway AS in 2016, totaled $429.7 million and $97.5 million, respectively, as of December 31, 2024. We also had property and equipment with a carrying amount of $34.1 million as of December 31, 2024.
We carry significant amounts of goodwill, intangible assets, and property and equipment on our balance sheet, primarily related to our acquisition of Opera Norway AS in 2016. As of December 31, 2025, goodwill and other intangible assets totaled $430.3 million and $98.9 million, respectively, and property and equipment totaled $32.7 million.
These restrictions may cause a material decline in the value of the ADSs. You may experience dilution of your holdings due to inability to participate in rights offerings. We may, from time to time, distribute rights to our shareholders, including rights to acquire securities.
Consequently, you may not receive the full value of certain distributions made to direct shareholders and may experience dilution of your holdings. These restrictions could cause a material decline in the value of the ADSs.
If our cash resources are insufficient to satisfy our cash requirements, we may seek to issue additional equity or debt securities or obtain new or expanded credit facilities.
If our cash resources are insufficient, we may seek to raise capital through equity or debt financings or by entering into credit arrangements.
In addition, incurring indebtedness would subject us to increased debt service obligations and could result in operating and financing covenants that would restrict our operations. There can be no assurance that financing will be available in a timely manner or in amounts or on terms acceptable to us, or at all.
There can be no assurance that financing will be available when needed or on terms favorable to us. Any future indebtedness could result in debt service obligations and might impose operating or financial covenants that may restrict our business or operational flexibility. In addition, the issuance of equity or equity-linked securities could result in dilution to existing shareholders.
For example, we rely on mobile software application storefronts, including Google Play and Apple’s App Store, as well as various mobile manufacturer app stores, to enable users to download our mobile software applications, and on key mobile device manufacturers to pre-install our mobile software applications on mobile phones prior to sale.
We rely on third-party distribution channels to distribute our products and services to end users, including mobile application storefronts such as Google Play, Apple’s App Store, and app stores operated by device manufacturers, as well as pre-installation arrangements with device manufacturers.
Certain judgments obtained against us by our shareholders may not be enforceable. We are an exempted company limited by shares incorporated under the laws of the Cayman Islands, and the majority of our assets are located, and the majority of our operations are conducted outside of the United States.
It may be difficult or impossible to enforce U.S. judgments against us or our directors and officers. We are a Cayman Islands exempted company, and most of our assets and operations are located outside the United States.
Zhou have the ability to control or exert significant influence over important corporate matters and investors may be prevented from affecting important corporate matters involving our company that require approval of shareholders, including: • the composition of our Board of Directors and, through it, any determinations with respect to our operations, business direction and policies, including the appointment and removal of officers; • any determinations with respect to mergers or other business combinations; • our disposition of substantially all of our assets; and • any change in control.
Zhou have the ability to control or significantly influence matters requiring shareholder approval, including the election and composition of our Board of Directors, strategic direction and business policies, mergers or other business combinations, dispositions of substantially all of our assets, and transactions that could result in a change of control.
We seek to detect and prevent such invalid traffic and expect our marketing and advertising partners to do the same. We and our partners, however, have been unable and may continue to be unable to detect and prevent all such abuses.
We seek to detect and prevent such activity and expect our advertising and monetization partners to do the same; however, neither we nor our partners can reliably detect or prevent all forms of advertising fraud.
Governments or regulators in certain jurisdictions may take an expansive view of personal or subject-matter jurisdiction, seek to impose liability on us for third-party activities, or enforce laws and regulations in ways we do not anticipate.
Regulators or courts in certain jurisdictions may seek to impose liability on us for third-party content or conduct, adopt expansive interpretations of jurisdiction, or apply laws in ways we do not anticipate. Contractual protections with third parties may be insufficient to prevent or fully offset resulting losses or reputational harm.
Although we continue efforts to diversify our partner base, we cannot assure you that a limited number of partners will not continue to contribute a significant portion of our revenues for the near future.
A limited number of business partners account for a significant portion of our revenue, and Google, our largest partner, continues to represent a material share of our total revenues. Although we seek to diversify our partner base, a small number of partners may continue to account for a significant portion of our revenues for the foreseeable future.
In addition, most crypto assets are currently accounted for as intangible assets with indefinite useful lives under IFRS Accounting Standards, which means we will recognize decreases in the value of the crypto assets we hold as impairments of non-financial assets but we will not recognize any increases in their value until we have sold them.
Under IFRS Accounting Standards, most crypto assets are currently accounted for as intangible assets with indefinite useful lives. This requires us to recognize impairment losses when their value declines, while increases in value above our cost are not recognized until disposition.
In addition, even if these applications are approved, we cannot assure you that any issued patents or registered trademarks will be sufficient in scope to provide adequate protection of our rights.
We cannot assure you that any pending patent or trademark applications will be approved. Even if approved, issued patents or registered trademarks may be limited in scope, subject to challenge, or insufficient to prevent third parties from using similar technologies or marks.
Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult.
Such preferred shares could be issued quickly and with terms designed to make a change of control or the removal of management more difficult. Any issuance of preferred shares could adversely affect the market price of our ADSs and materially dilute or otherwise negatively impact the voting and economic rights of holders of our ordinary shares and ADSs.
Any of these risks could be difficult to eliminate or manage and, if not addressed, could adversely affect our business, financial condition and results of operations.
Any of these outcomes could adversely affect our business, financial condition, and results of operations. Changes in third-party distribution channels could adversely affect our business.
The form, frequency and amount of future dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that our Board of Directors may deem relevant.
The amount, timing, and frequency of future dividends will depend on a variety of factors, including our earnings, cash flows, capital requirements, financial condition, contractual restrictions, and other considerations deemed relevant by our Board of Directors. Our Board has full discretion to reduce, suspend, or discontinue dividends at any time.
Our business insurance is limited. Any uninsured damage to our platforms, technology infrastructures or disruption of our business operations could require us to incur substantial costs and divert our resources, which could have an adverse effect on our business, financial condition and results of operations.
Any uninsured or underinsured loss could require us to incur substantial costs, divert management and financial resources, or otherwise adversely affect our business, financial condition, and results of operations. Our revenue and results of operations are subject to seasonal and other fluctuations. Our business is subject to seasonality and other fluctuations that can affect our revenue and results of operations.
If any of the following risks occur, our business, operating results and financial condition could be materially adversely affected and the trading price of our ADSs could decline. Summary of Risk Factors Below is a summary of certain material risks we face, organized under relevant headings.
Summary of Risk Factors The following summary highlights certain material risks that could adversely affect our business, financial condition, and results of operations and should be read together with the more detailed risk factors set forth below, which are organized under the same headings.
Our user metrics and other operational metrics are subject to inherent challenges in measuring our operations. We regularly report metrics, including our MAUs and ARPU, to help investors evaluate our growth trends and measure our performance. These metrics are calculated using internal company data and have not been validated by an independent third party.
We report operating metrics, such as MAUs, ARPU and advertising reach, to help investors assess our performance and growth trends. These metrics are calculated using internal data and methodologies and are not independently verified by third parties.
As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise.
In addition, most of our directors and officers are non-U.S. nationals or residents, and substantially all of their assets are located outside the United States. As a result, it may be difficult or impracticable for investors to bring actions against us or these individuals in U.S. courts, or to enforce judgments obtained under U.S. federal securities laws or otherwise.
If we fail to maintain and further promote the “Opera” brand or our reputation, or if we incur excessive expenses in this effort, our business and results of operations may be materially and adversely affected. We are subject to risks related to litigation, including intellectual property claims and regulatory disputes.
Any such harm could adversely affect user acquisition, engagement, monetization, regulatory scrutiny, or the trading price of our ADSs, and could materially adversely affect our business, financial condition, and results of operations. We are subject to risks related to litigation, including intellectual property claims and regulatory disputes.
Our efforts to avoid or address any of these events could require us to incur substantial expenditures to modify or adapt our products, services or platforms. If we fail to retain or grow our user base, or if our users reduce their engagement with our platforms, our business, financial condition and results of operations could be materially and adversely affected.
If we are unable to retain or grow a user base with the scale, composition, and engagement necessary to support our monetization strategies, our revenues, business, financial condition, and results of operations could be materially and adversely affected. We face intense competition across our products and services which could materially adversely affect our business.
Our directors have discretion under our memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
In addition, shareholders of Cayman Islands exempted companies generally do not have broad statutory rights to inspect corporate records or obtain shareholder lists. Our directors have discretion under our organizational documents to determine whether and under what conditions corporate records may be made available to shareholders.
In the browser space, we generally compete with other global browser developers, including companies such as Google (Chrome), Apple (Safari), Microsoft (Edge) and Samsung (Samsung Internet), which have distributional or other advantages on their respective hardware or software platforms.
In the browser market, we compete with global browser developers such as Google (Chrome), Apple (Safari), Microsoft (Edge), and Samsung (Samsung Internet), many of which benefit from significant scale and distribution advantages derived from control over operating systems, devices, app stores, or default settings.
We regularly use open source software in our applications, including in particular our Opera browsers which incorporate browser technology from the Chromium open-source browser project. We also distribute our software applications for use on operating systems based on the Android open-source project and Linux Foundation.
We distribute our software applications for use on operating systems based on Android and Linux open source projects. We also contribute to open source software communities and release certain internal software projects under open source licenses.
We rely on certain corporate governance exemptions as described in “Item 16G. Corporate Governance” of this annual report.
Corporate governance practices in the Cayman Islands differ in certain respects from Nasdaq standards, including with respect to board independence and committee composition. We currently rely on certain of these exemptions, as described in “Item 16G. Corporate Governance” of this annual report, and may elect to rely on additional exemptions in the future.
To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court.
To our knowledge, the enforceability of pre-dispute jury trial waivers in connection with federal securities law claims has not been definitively resolved by the U.S. Supreme Court. If the waiver is enforced, claims may be heard by a judge rather than a jury, which could affect the procedures and outcomes of such proceedings and may be less favorable to plaintiffs.
Entering into new markets also involves various legal and regulatory risks and requires us to obtain various licenses and permits. We cannot assure you that we will be able to maintain, renew or obtain such licenses or permits on commercially reasonable terms or at all.
Entering or expanding certain offerings in new jurisdictions may require licenses, permits, or regulatory approvals, and we may not be able to obtain, maintain, or renew such authorizations on acceptable terms or at all.
Subsequently we have declared and paid semi-annual dividends under the program, each of $0.40 per ADS, to shareholders of record on January 3, 2024, July 2, 2024 and January 6, 2025. We intend to pay regular semi-annual dividends, with each payment subject to the approval of our Board of Directors and to certain requirements of Cayman Islands law.
In June 2023, our Board of Directors adopted a recurring semi-annual cash dividend program, under which we have declared and paid semi-annual dividends to shareholders. We currently intend to continue paying regular semi-annual dividends; however, any future dividend is subject to the approval of our Board of Directors and compliance with Cayman Islands law.
In deriving the market size of the aforementioned industries and regions, these industry consultants may have adopted different assumptions and estimates, such as the number of internet users. While we generally believe such reports are reliable, we have not independently verified the accuracy or completeness of such information.
These sources may rely on different assumptions, estimates, or methodologies, and we have not independently verified the accuracy or completeness of such information. As a result, industry data from different sources may not be comparable or consistent.
The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States.
The rights of shareholders, the fiduciary duties of directors, and the ability of shareholders to bring actions against directors or the company are governed largely by Cayman Islands common law, which is based on a more limited body of judicial precedent than exists in jurisdictions such as the United States.
Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
As a result, shareholder rights and remedies under Cayman Islands law may be less clearly established or more limited than those available under U.S. federal or state law. In particular, the Cayman Islands has a less developed body of securities law, and Cayman Islands companies may not have standing to bring shareholder derivative actions in U.S. federal courts.
If we fail to detect online advertising fraud, we could lose the confidence of our partners and our revenues could decline. Like others in our industry, our business is exposed to the risk of various forms of online advertising fraud perpetrated by bad actors to generate traffic that does not represent genuine user interest or intent.
Any of the foregoing could adversely affect our business, financial condition, results of operations, and reputation. Invalid or fraudulent advertising traffic could harm our advertising business. Our business is exposed to online advertising fraud, including invalid or non-human traffic generated by bad actors that does not reflect genuine user interest or intent.
There is no assurance that the ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.
There can be no assurance that dividends will continue to be paid or that the market price of our ADSs will increase, and investors may not realize a return on their investment and could lose all or part of their investment.
As a result of the foregoing, Kunlun and Mr.
In addition, our Executive Chairman of the Board, Mr. Zhou, is also a controlling shareholder of Kunlun. As a result, Kunlun and Mr.
The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on the ordinary shares or other deposited securities underlying your ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.
The depositary has agreed to pay ADS holders the cash dividends or other distributions it receives on the underlying ordinary shares, after deducting fees and expenses. However, the depositary is not required to make any distribution that it determines is illegal or impractical. For example, if a distribution consists of securities that require registration under the U.S.
The PC and mobile internet industry is characterized by rapid technological changes. Our future success will depend on our ability to respond to rapidly changing technologies, adapt our services to evolving industry standards and improve the performance and reliability of our products and services. Our failure to adapt to such changes could harm our business.
Our future success depends on our ability to meet changing user expectations and anticipate, adapt to, and effectively implement new technologies and evolving industry standards, and to maintain the performance, reliability, and relevance of our products and services.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act and the listing standards of Nasdaq as applicable to a foreign private issuer, which are different in some material respects from those applicable to U.S. domestic issuers.
We are subject to a complex and evolving set of legal, regulatory, and governance requirements across multiple jurisdictions. As a foreign private issuer listed on Nasdaq, we are subject to U.S. securities laws and exchange listing standards applicable to foreign private issuers.
If we are unable to expand internationally and manage the complexity of our global operations successfully, our business could be seriously harmed. Our investments in new businesses, new products, services and technologies and companies are inherently risky and could disrupt our ongoing businesses. We have invested and expect to continue to invest in new businesses, products, services and technologies.
If we are unable to effectively manage the operational, regulatory, financial, and organizational complexity associated with operating in existing markets and expanding into new markets, our business, financial condition, and results of operations could be materially adversely affected. Our investments in new businesses, products, services, technologies and companies may not achieve expected results.
Similarly, as a subsidiary of Kunlun, we are additionally subject to certain of the listing rules of the Shenzhen Stock Exchange and Chinese corporate governance standards. We are also headquartered in Norway and subject to Norwegian and EU environmental, social and governance (ESG) reporting requirements, see “Item 4. Information on the Company—B.
We are also subject to additional corporate governance and reporting requirements as a majority-owned subsidiary of a China-listed parent company. In addition, we are headquartered in Norway and subject to Norwegian regulatory requirements.
The tax authorities of jurisdictions where we operate may challenge our methodologies for intercompany and related party arrangements, including transfer pricing, or determine that the manner in which we operate does not achieve the intended tax consequences, which could increase our worldwide effective tax rate and adversely affect our financial position and results of operations.
The application of tax laws across multiple jurisdictions is complex, evolving and subject to interpretation, and depends in part on our ability to operate consistently with our structure and intercompany arrangements. Tax authorities may challenge our transfer pricing methodologies or other aspects of our intercompany and related-party transactions, or determine that our operations do not achieve the intended tax treatment.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeOur primary objective with the investment is to contribute to the expanding ecosystem around MiniPay together with other investors. nHorizon Innovation (Beijing) Software Ltd. , or nHorizon Innovation, is an associate in which we have a 29.1% ownership interest. nHorizon Innovation generates income from the licensing of intellectual property, predominantly from nHorizon Infinite (Beijing) Software Limited, or nHorizon Infinite, which was our joint venture until mid-2023. nHorizon Infinite is focused on supporting Chinese app developers to monetize their apps internationally through advertising.
Biggest changeOur primary objective with the investment is to support the development and adoption of products and services around MiniPay, alongside other investors. • nHorizon Innovation (Beijing) Software Ltd. (“nHorizon Innovation”) is an associate in which we have a 29.1% ownership interest.
Opera launched one of the first PC browsers in 1996 and introduced the world’s first full web browser for mobile phones in 2002. Since then, Opera has remained an innovator in the browser space, launching features including tabbed browsing, data savings, PC-mobile sync, and numerous features focused on privacy and security, including ad blocking and a built-in VPN.
Opera launched one of the first PC browsers in 1996 and introduced the world’s first full web browser for mobile phones in 2002. Since then, Opera has remained an innovator in the browser space, launching features including tabbed browsing, data savings, PC-mobile data sync, and numerous features focused on privacy and security, including ad blocking and a built-in VPN.
We leverage our existing user base and cutting-edge technologies, such as LLMs and AIGC, to develop our AI-powered content discovery and multi-scenario/multi-modal/multi-objective recommendation platform that we integrate into a variety of our products and services.
We leverage our existing user base and cutting-edge technologies, such as LLMs and AIGC, to develop our AI-powered content discovery and a multi-scenario/multi-modal/multi-objective recommendation platform that we integrate into a variety of our products and services.
We rely on patents, trademarks, copyrights and trade secret protection, as well as non-competition, confidentiality, and license agreements with our employees, customers, partners and others to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to obtain and use our intellectual properties without authorization.
We rely on patents, trademarks, copyrights and trade secret protection, as well as non-competition, confidentiality, and license agreements with our employees, customers, partners and others to protect our intellectual property rights. Despite our precautions, it may be possible for third parties to unlawfully obtain and use our intellectual properties without authorization.
In short, content aggregation is becoming increasingly regulated, and we anticipate that we will be subject to an increasingly diverse and fragmented regulatory environment over time. Regulations Relating to the Crypto Industry MiniPay is our stablecoin-based, self-custodial wallet built on the Celo blockchain.
In short, content aggregation is becoming increasingly regulated, and we anticipate that we will be subject to an increasingly diverse and fragmented regulatory environment over time. Regulations Relating to the Crypto Industry MiniPay is our stablecoin-based, self-custodial wallet built on the Celo blockchain. The regulatory environment for crypto assets is becoming increasingly diverse and fragmented.
The Composer engine architecture is fully modular and is easily expandable, which allows access to multiple external data sources like weather as well as webpages on the Internet, and also allows Composer to integrate functionality like image generation and understanding as well as voice generation and understanding.
Our Composer engine architecture is fully modular and easily expandable, which allows access to multiple external data sources like weather as well as webpages on the Internet, and also allows Composer to integrate functionality like image and video generation and understanding, as well as voice generation and understanding.
We allow these digital advertising platforms to display their advertising demand in our browsers, content apps and websites where we recognize revenue based on the amounts we are entitled to receive from such advertising partners. We also sell selected premium advertising placements, such as roadblock banners, interstitials, videos, sponsored articles and notifications to global and local advertisers.
We allow these digital advertising platforms to display their advertising demand in our browsers, content apps and websites where we recognize revenue based on the amounts we are entitled to receive from such advertising partners. We also sell selected premium advertising placements, such as full-screen banners, interstitials, videos, sponsored articles and notifications to global and local advertisers.
By providing AI-powered news and content recommendations, we have increased both user activity and the amount of time users spend in our ecosystem. Opera News curates and intelligently recommends news, articles, videos and other online content that may be of interest to each individual user.
By providing AI-powered 24 Table of Contents news and content recommendations, we have increased both user activity and the amount of time users spend in our ecosystem. Opera News curates and intelligently recommends news, articles, videos and other online content that may be of interest to each individual user.
To promote respect for basic human rights and decent working conditions, the Transparency Act imposes a duty on Norwegian companies to publish certain information regarding 38 Table of Contents how they work to ensure basic human rights and decent working conditions, both in their own businesses as well as in their supply chains.
To promote respect for basic human rights and decent working conditions, the Transparency Act imposes a duty on Norwegian companies to publish certain information regarding how they work to ensure basic human rights and decent working conditions, both in their own businesses as well as in their supply chains.
We also run promotional campaigns around global events, such as sporting events, to further engage users and drive adoption. In 2024, organic installs were our most important channel for new user acquisition, representing approximately 81.4% of our new smartphone users. In parallel, we cooperate with industry partners to promote our products.
We also run promotional campaigns around global events, such as sporting events, to further engage users and drive adoption. In 2025, organic installs were our most important channel for new user acquisition, representing approximately 83% of our new smartphone users. In parallel, we cooperate with industry partners to promote our products.
We consider the protection of the personal privacy of each of our users to be of paramount importance. We continuously strive to prevent unauthorized use, loss or leak of user data.
We consider the protection of the personal privacy of each of our users to be of paramount importance. 27 Table of Contents We continuously strive to prevent unauthorized use, loss or leak of user data.
Our agreements with Google and Yandex are subject to customary events of default, including failure to make payments, material breach, liquidation, as well as other termination trigger events as provided therein. 32 Table of Contents Our relationship and cooperation with our search providers may be impacted by any material investigations and restructurings relating to these search providers. See “Item 3.
Our agreements with Google and Yandex are subject to customary events of default, including failure to make payments, material breach, liquidation, as well as other termination trigger events as provided therein. Our relationship and cooperation with our search providers may be impacted by any material investigations and restructurings relating to these search providers. See “Item 3. Key Information—D.
The data center in Iceland features an NVIDIA DGX SuperPOD containing 248 H100 GPUs capable of delivering approximately 1 exaflops of FP8 AI performance, which will serve as the basis for our expanding AI services.
The data center in Iceland features an NVIDIA DGX SuperPOD with 248 H100 GPUs capable of delivering approximately 1 exaflops of FP8 AI performance, which serves as the basis for our expanding AI services.
This included creating the Opera Gaming division that provides GameMaker, a 2D gaming development platform. The focus of Opera Gaming is to continue to grow the user base of Opera GX and build increased functionality within and outside the Opera GX browser, using GameMaker. GameMaker provides game creators with a complete set of tools to create games for any platform.
The focus of Opera Gaming is to continue to grow the user base of Opera GX and build increased functionality within and outside the Opera GX browser, using GameMaker. GameMaker provides game creators with a complete set of tools to create games for any platform.
User Privacy and Safety The vitality and integrity of our user base is the cornerstone of our business. We dedicate significant resources to the goal of strengthening our user base through developing and implementing programs designed to protect user privacy, promote a safe environment, and ensure the security of user data.
We dedicate significant resources to the goal of strengthening our user base through developing and implementing programs designed to protect user privacy, promote a safe environment, and ensure the security of user data.
We earn revenue from transactions initiated by our directed users via links provided on our Speed Dial homepage and other advertisements, typically in the form of a defined share of the revenue generated by these service providers.
We earn revenue from transactions initiated by our directed users via links provided on our Speed Dial homepage and other advertisements, typically in the form of a defined share of the revenue generated by these service providers. We have established relationships with leading digital advertising platforms.
In accordance with the Transparency Act, Opera carries out due diligence assessments of the risks associated with Opera’s business of potential violation of basic human rights or decent working conditions by Opera, its suppliers, or its business partners. The results of these due diligence assessments are reported and made public annually on Opera’s website at www.opera.com/legal/environmental-social-and-governance-esg.
In accordance with the act, Opera carries out due diligence assessments of the risks associated with Opera’s business of potential violation of basic human rights or decent working conditions by Opera, its suppliers, or its business partners. The results of these due diligence assessments are reported and made public annually on Opera’s website. C.
In 2024, approximately 7.7% of new smartphone users originated from our paid online promotions. Our products are available through our official website, www.opera.com, as well as Google Play, Apple’s App Store, and other online distribution channels. Competition We face intense competition in all of the products and services we offer.
In 2025, approximately 7% of new smartphone users originated from our paid online promotions. Our products are available through our official website, www.opera.com, as well as Google Play, Apple’s App Store, and other online distribution channels.
Opera News is our personalized news discovery and aggregation service. The service is featured prominently as part of our browsers, and also made available as a standalone app and website. These apps operate under both the Opera News and Apex brands.
Opera News Leveraging our user base and innovation capability, we launched the Opera News service in January 2017. Opera News is our personalized news discovery and aggregation service. The service is featured prominently as part of our browsers, and also made available as a standalone app and website. These apps operate under both the Opera News and Apex brands.
In addition, we use a variety of technical and organizational measures to protect the data with which we are entrusted, including encryption of personal data at rest and in transit, and, for our external interfaces, we also utilize network segmentation and web application firewalls to protect against potential attacks or unauthorized access.
In addition, we use a variety of technical and organizational measures to protect the data with which we are entrusted, including, for example, encryption of personal data, and web application firewalls to protect against potential attacks or unauthorized access.
Other countries have adopted legislation expanding publishers’ copyright entitlements on digital platforms including search engines, social media and content recommendation platforms. Various countries, including Australia and Indonesia, for example, have adopted laws which afford publishers of digital media the right to receive payment for use of their content in search results or content recommendations.
Various countries, including Australia and Indonesia, for example, have adopted laws which afford publishers of digital media the right to receive payment for use of their content in search results or content recommendations.
This acquisition included the business of providing Opera’s mobile and PC web browsers, as well as certain related products and services. Our principal executive offices are located at Vitaminveien 4, 0485 Oslo, Norway. Our telephone number at this address is +47 23 69 24 00. Our principal website is www.opera.com.
We acquired Opera Norway AS and its subsidiaries in November 2016, which included the business of developing and distributing Opera’s mobile and PC web browsers and certain related products and services. Our principal executive offices are located at Vitaminveien 4, 0485 Oslo, Norway, and our telephone number is +47 23 69 24 00. Our principal website is www.opera.com.
The PADFAA legislation could introduce uncertainties for parts of our advertisement business, particularly regarding data-sharing dynamics with U.S. based partners. For example, restrictions on third-party identifiers like cookies could disrupt traditional targeting methods. In recent years many additional jurisdictions, including Brazil, Kenya, Nigeria, India, and China, have enacted or updated data privacy or data localization laws.
Both the PADFAA legislation and the DOJ Rule could introduce uncertainties for parts of our advertising business, particularly regarding data-sharing dynamics with U.S. based partners. In recent years many additional jurisdictions, including Brazil, Kenya, Nigeria, India and China, have enacted or updated data privacy or data localization laws.
Risk Factors—Risks Related to Our Business and Industry—Our results of operations are subject to seasonality and other fluctuations due to a number of factors.” 36 Table of Contents Intellectual Property We regard our patents, copyrights, service marks, trademarks, trade secrets and other intellectual properties as critical to our success.
Risk Factors—Risks Related to Our Business, Strategy and Operating Environment—Our revenue and results of operations are subject to seasonal and other fluctuations.” Intellectual Property We regard our patents, copyrights, service marks, trademarks, trade secrets and other intellectual properties as critical to our success.
These companies pay us either for referring traffic to them or for displaying their advertisements. Search Providers We partner with internet search providers such as Google and Yandex and have worked closely with them for over 20 and 15 years, respectively. These partnerships ensure a native integration of search technology for our users and enhance the visibility of our brand.
Query Revenue We partner with internet search providers such as Google and Yandex and have worked closely with them for over 25 and 15 years, respectively. These partnerships ensure a native integration of search technology for our users and enhance the visibility of our brand.
Additionally, under European Union Regulation (EU) 2023/1113 on information accompanying transfers of funds and certain crypto-assets, MiCA crypto assets service providers are obliged to collect information about the originator of the incoming crypto transactions from non-custodial wallets. In short, the regulatory environment for crypto assets is becoming increasingly diverse and fragmented over time.
Additionally, under European Union 29 Table of Contents Regulation (EU) 2023/1113 on information accompanying transfers of funds and certain crypto-assets, MiCA crypto assets service providers are obliged to collect information about the originator of the incoming crypto transactions from non-custodial wallets.
These staff members engage in building our technology platforms and developing new Opera products and services, with our core browser and AI assisted browsing development located mainly in Poland and Sweden, and our other products developed mainly in Poland, China, Sweden and the United Kingdom. 33 Table of Contents AI Assisted Browsing We have a track record of pioneering functionalities that then become the new standard in the browsing world.
These staff members engage in building our technology platforms and developing new Opera products and services, with our core browser and AI assisted browsing development located mainly in Poland and Sweden, and our other products developed mainly in Poland, China, Sweden and the United Kingdom.
We also implement unique features in our products and services to protect users’ 35 Table of Contents online digital presence, such as a free, no-log VPN service, a premium, paid VPN service for enhanced protection, native ad blocking and anti-tracking options.
We also implement unique features in our products and services to protect users’ online digital presence, such as a free, no-log VPN service, a premium, paid VPN service for enhanced protection, native ad blocking and anti-tracking options. Our privacy statements seek to describe our data use practices and how privacy works on our platforms in a user-friendly manner.
Likewise, on June 24, 2024, the European Union adopted an amendment to the EU Regulation requiring companies in the EU to use “best efforts” to ensure their respective non-EU subsidiaries also comply with the sanctions.
Likewise, on June 24, 2024, the European Union adopted an amendment to the EU Regulation requiring companies in the EU to use “best efforts” to ensure their respective non-EU subsidiaries also comply with the sanctions. The European Union, as well as other jurisdictions including the United States, have continued to periodically adopt more and additional sanctions from time to time.
We anticipate continued developments in data protection, privacy and data localization rules in various countries, which will continue to affect our business and impact our products and services. See “Item 3. Key Information—D.
We anticipate continued developments in data protection, privacy and data localization rules in various countries, which will continue to affect our business and impact our products and services. See “Item 3. Key Information—D. Risk Factors—Risks Related to Technology, Intellectual Property, Data Protection and Cybersecurity—Evolving privacy and consumer protection laws could adversely affect our business” of this annual report.
Our content recommendation platform evaluates a large volume of potentially correlated data points between each item of online content and each individual user to provide personalized content recommendations of high interest to our users in real time. Our key AI technologies for content implement the following powerful features: • Natural Language Processing.
Our content recommendation platform evaluates a large volume of potentially correlated data points between each item of online content and each individual user to provide personalized content recommendations of high interest to our users in real time. Cloud Compression Technologies Our compression technologies are built into our apps to optimize data traffic and connection times for our users.
These campaigns promote the data saving features of our mobile browsers on our operator partner’s network, while providing free or reduced cost browsing to the consumer for a limited time. In addition, we partner with game affiliation networks to promote Opera GX.
We partner with mobile network operators in Africa for joint marketing campaigns, including the provision of free or reduced cost browsing to the consumer for a limited time. In addition, we partner with game affiliation networks to promote Opera GX.
Our privacy statements seek to describe our data use practices and how privacy works on our platforms in a user-friendly manner. We provide users with adequate notice as to what data is being collected and undertake to manage and use the data collected in accordance with applicable laws.
We provide users with adequate notice as to what data is being collected and undertake to manage and use the data collected in accordance with applicable laws.
We aim to provide a consistent user experience across different devices, operating systems, carriers and network environments. As of December 31, 2024, we owned 6,077 servers in seven data centers located in the Netherlands (two locations), the United States, Canada, Nigeria, Iceland and Singapore, with a total connectivity bandwidth of approximately 1.4 Tbps max throughput and 240 Gbps daily peak.
As of December 31, 2025, we owned 5,388 servers in seven data centers located in the Netherlands (two locations), the United States, Canada, Nigeria, Iceland and Singapore, with a total connectivity bandwidth of approximately 1.54 Tbps max throughput and 360 Gbps daily peak.
We have long-term relationships with device manufacturers to ensure cost-efficient and reliable distribution benefiting both these distribution partners and us. We partner with mobile network operators in Africa for joint marketing campaigns.
Our Marketing Channels We partner with ad agencies, influencers, game affiliation networks, device manufacturers, mobile network operators and others to promote and distribute our products. We have long-term relationships with device manufacturers to ensure cost-efficient and reliable distribution benefiting both these distribution partners and us.
The browser is an increasingly strategic application—often serving as the access point for content, e-commerce, AI, gaming and fintech activities on the internet, and Opera is utilizing this strategic position to launch and scale new offerings. Opera Gaming, our emerging video game focused division, started with Opera GX, a browser tailored for gamers.
The browser is an increasingly strategic application—often serving as the access point for content, e-commerce, AI, gaming and fintech activities on the internet, and Opera is utilizing this strategic position to launch and scale new products and offerings. Our operating model is built upon a high-engagement distribution layer—our browsers—which provides the foundation for our integrated monetization engine.
We entered into our current search distribution agreement with Google in 2012 and have extended the term of that agreement multiple times, most recently until December 31, 2026. We have had a search distribution agreement with Yandex since 2007. Effective from January 1, 2025, we renewed our relationship with Yandex with a new three-year agreement with Yandex in UAE.
We entered into our current search distribution agreement with Google in 2012 and have extended the term of that agreement multiple times, most recently until December 31, 2026 for markets outside of the U.S.
Since the GDPR came into effect in 2018, courts and data protection authorities have enforced its requirements strictly and levied significant fines against various technology companies for violations. Decisions by such authorities, as well as guidance from the European Data Protection Board have repeatedly emphasized that international transfers of personal data should be subject to heightened scrutiny.
Since the GDPR came into effect in 2018, courts and data protection authorities have enforced its requirements strictly and levied significant fines against various technology companies for violations.
Our Investments in Unconsolidated Entities We hold minority investments in the following entities: OPay Limited, or OPay, an investee in which we currently hold a 9.4% ownership interest, is a mobile payment fintech company focused on emerging markets, with Nigeria and Egypt as initial key markets.
Our Investments in Unconsolidated Entities We hold minority investments in the following entities: • OPay Ltd. , an investee in which we currently hold a 9.5% ownership interest, is a privately-held fintech company operating in emerging markets across Africa and Asia.
For example, the EU’s recently adopted EU Artificial Intelligence Act includes specific transparency and other requirements for general purpose AI systems and the models on which those systems are based.
New laws, regulations, policies, and international accords relating to artificial intelligence and digital service, are being developed and formalized in Europe and the U.S. For example, the EU Artificial Intelligence Act includes specific transparency and other requirements for general purpose AI systems and the models on which those systems are based.
Our principal technical development facilities are located in Wroclaw, Poland, Dundee, Scotland, Beijing, China and both Linköping and Gothenburg, Sweden. We also have offices in Nigeria, Ireland, France, Germany, Spain, South Africa and Kenya among other countries. Our servers are hosted in leased data centers in the Netherlands, the United States, Canada, Nigeria, Iceland and Singapore.
We also maintain offices in several other countries, including Singapore, Nigeria, Ireland, France, Germany, Spain, South Africa and Kenya. 30 Table of Contents Our servers are hosted in data centers in the Netherlands, the United States, Canada, Nigeria, Iceland and Singapore.
The EU’s Digital Markets Act (DMA), which entered into force on November 1, 2022, is intended to ensure a higher degree of competition in European digital markets. The DMA prohibits companies designated as “gatekeepers” and providing core platform services from engaging in certain kinds of self-preferencing behaviors, resulting in increased implementation of browser choice screens and other similar effects.
The DMA prohibits companies designated as “gatekeepers” and providing core platform services from engaging in certain kinds of self-preferencing behaviors, resulting in increased implementation of browser choice screens and other similar effects that support a healthier competitive landscape for independent companies like Opera.
In recent years, there has been an increased emphasis on the veracity of online news reports, with the increasing social expectation that content platforms and aggregators will take steps to prevent the dissemination of “fake news.” Moreover, a number of countries have adopted regulatory regimes for news aggregation services requiring local registration or licensing, in some cases enabling more effective governmental restrictions on their citizens’ access to certain categories of information.
Moreover, a number of countries have adopted regulatory regimes for news aggregation services requiring local registration or licensing, in some cases enabling more effective governmental restrictions on their citizens’ access to certain categories of information. Other countries have adopted legislation expanding publishers’ copyright entitlements on digital platforms including search engines, social media and content recommendation platforms.
Furthermore, the validity, enforceability and scope of protection of intellectual property rights in internet-related industries are uncertain and still evolving.
Furthermore, the validity, enforceability and scope of protection of intellectual property rights in internet-related industries are uncertain and still evolving. As of December 31, 2025, we had active registrations or pending applications for our trademarks in over 90 countries and for our logos in over 80 countries.
Business Overview Opera is a leading global internet brand with a large and engaged user base of over 296 million average MAUs in the fourth quarter of 2024.
Business Overview Opera is a global pioneer in consumer internet software, providing a diversified portfolio of high-performance web browsers and adjacent digital services to our large and engaged user base of over 284 million average MAUs in the fourth quarter of 2025.
We have also registered the OPERA GX word mark, Opera GX “O” logo, and a GAMEMAKER trademark in other key jurisdictions. Opera has a patent portfolio that includes more than 20 patents issued in the United States as well as certain international patent registrations.
Opera has a patent portfolio that includes more than 20 patents issued in the United States as well as certain international patent registrations. In addition, as of December 31, 2025, we had hundreds of registered domain names related to our businesses.
It is LLM agnostic - meaning it uses multiple LLM models, including OpenAI’s GPT and Google’s Gemini, or self-hosted open source models like LLAMA.
AI & Agentic Browsing Opera AI, formerly known as Aria, is a browsing AI based on our own Composer AI engine. Composer is LLM agnostic - meaning it uses multiple LLM models, including OpenAI’s GPT, Google’s Gemini, and self-hosted open source models like LLAMA. Composer selects the best model for the Opera AI user’s query.
MiniPay is our stablecoin-based, self-custodial wallet built on the Celo blockchain. We invested $1.25 million in this venture fund in the fourth quarter of 2024, and we have committed to make additional quarterly investments of $1.25 million until the third quarter of 2026, which together with the investment made in 2024 will total $10 million.
MiniPay is our stablecoin-based, self-custodial wallet built on the Celo blockchain. We invested $1.25 million in this venture fund in 2024 and an additional $2.5 million in 2025. As of December 31, 2025, we had an outstanding capital commitment of $6.25 million.
When using an Opera product powered by our recommendation engine, people can efficiently discover, engage with and share online content that appeals to them. We continue to improve Opera News, adding new features and functions for our users as well as improving the attractiveness of the platform for content creators and publishers.
Users can conveniently access this content through real-time intelligent ranking, top news and push notification features. When using a product powered by our recommendation engine, people can efficiently discover, engage with and share online content that appeals to them.
While remaining mindful of user privacy, we are able to create value and utility for the user throughout their online journey, unlike many advertising platforms which rely on third party signals and cookies. With the growth of high value users and the scale of our audience extension offering, we are becoming an increasingly relevant partner to even more potential advertisers.
As an internet company focused on browsers, we can leverage the closed-loop environment of the browser to capture interest, context and intent. We are able to create value and utility for the user throughout their online journey, unlike many advertising platforms which rely on third-party signals and cookies.
In 2024, Opera News also covered Olympics events for our sports audience during Paris 2024, including services such as an events schedule for all sports, an Olympic medal table and real-time result and gold medal notifications. 31 Table of Contents Our Opera News content platform reached an average audience of approximately 368 million per month in the fourth quarter of 2024 through Opera browsers, our dedicated Opera News apps, websites, and partner integrations.
Our Opera News content platform reached an average audience of approximately 40 million MAUs in the fourth quarter of 2025 through Opera browsers, our dedicated Opera News apps, websites, and partner integrations.
Regulations Relating to Content Recommendation Our Opera News content discovery and recommendation platform is available in a wide variety of markets worldwide.
Regulations Relating to Content Recommendation Our Opera News content discovery and recommendation platform is available in a wide variety of markets worldwide. In recent years, there has been an increased emphasis on the veracity of online news reports, with the increasing social expectation that content platforms and aggregators will take steps to prevent the dissemination of fake news.
The data centers in our network are owned and maintained for us by major domestic and international data center providers. We generally enter into leasing and hosting service agreements with renewal terms that range from one to three years. 39 Table of Contents Item 4A. Unresolved Staff Comments None.
These data centers are owned and operated by third-party providers with which we have hosting and colocation agreements that typically have initial terms of one to three years and are renewable. Item 4A. Unresolved Staff Comments None.
We have privacy and security teams dedicated to the ongoing review and monitoring of data protection practices, including penetration testing, auditing, and carrying out data privacy impact assessments. Product Marketing and Distribution For the majority of our products and services, the main source of new users is brand awareness of our products and the “word-of-mouth” from our large user base.
We have privacy and security teams dedicated to the ongoing review and monitoring of data protection practices, including penetration testing, auditing, and carrying out data privacy impact assessments. Competition We operate in highly competitive and rapidly evolving markets, including web browsers, digital advertising, content distribution, and digital wallets.
Risk Factors—Risks Related to Our Business and Industry—We face intense competition in a number of spaces and industries and if we do not continue to innovate and provide products and services that meet the needs of our users, we may not remain competitive.” Seasonality See “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Business, Strategy and Operating Environment—We face intense competition across our products and services which could materially adversely affect our business.” Seasonality See “Item 3. Key Information—D.
Furthermore, regulatory decisions and related litigation (such as the so-called IAB Decision) underscore that the internet advertising industry is an area of particular attention for privacy authorities. The United States is also adopting new regulations related to data protection. For example, in 2024, the Protecting Americans’ Data from Foreign Adversaries Act of 2024 (PADFAA) was enacted in the United States.
The United States is also adopting new regulations related to data protection. For example, in 2024, the Protecting Americans’ Data from Foreign Adversaries Act of 2024 (PADFAA) was enacted in the United States. PADFAA prohibits “data brokers” from disclosing certain categories of personal data, defined as “personally identifiable sensitive data,” to foreign adversaries. Similarly, in 2025, the U.S.
We share the revenue generated by our search partners when our users conduct searches initiated within the URL bar, default search page or search boxes embedded in our PC and mobile browsers. In 2023, we also started to introduce search entry points into our Aria browser AI experience. We have had a search distribution agreement with Google since 2001.
We share the revenue generated by our search partners when our users initiate queries within the URL bar, default search page or search boxes embedded in our PC and mobile browsers. We recently updated our reporting to reflect query revenue, which supplements traditional search revenue with newer intent based query monetization that is often AI targeted.
Item 4. Information on the Company A. History and Development of the Company We trace our history back to 1996 and the launch of the first version of our “Opera” branded browser software.
Item 4. Information on the Company A. History and Development of the Company We trace our history to 1996, when the first version of the Opera-branded web browser was launched. Since that time, we have been focused on developing consumer internet products centered on web browsing, content discovery and related services for a global user base.
We conduct our principal activities through our subsidiaries, including in particular Opera Norway AS, a private limited liability company incorporated under the laws of Norway. We acquired Opera Norway AS and its subsidiaries on November 3, 2016, for a consideration of $575.0 million, less working capital adjustments.
Opera Limited is an exempted company with limited liability incorporated in March 2018 in the Cayman Islands. Opera Limited is a holding company with no substantive operations of its own, and our principal operations are conducted through our subsidiaries, including in particular Opera Norway AS, a private limited liability company incorporated under the laws of Norway.
Today, we offer users around the globe a range of products and services that include a variety of PC and mobile browsers, our Opera Gaming portals and development tools, our Opera News content recommendation products, our audience extension product (namely the Opera Ads platform) and a number of AI and Web3 products and services.
Founded in 1995 and headquartered in Oslo, Norway, we have transitioned from browser developer to multi-faceted platform offering a range of products and services that include PC and mobile browsers, our Opera Gaming portals and development tools, Opera News content platforms, Opera Ads platform, as well as a number of AI and web3 products and services, such as MiniPay and Opera AI, to a global 23 Table of Contents user base.
On December 3, 2024, the annual general meeting of shareholders of our company voted for a proposal of our Board of Directors to consolidate each two ordinary shares into one ordinary share (the “share consolidation”), which took effect on December 6, 2024, and at the same time, the ratio between ordinary shares and ADSs was changed from two-to-one (2:1) to one-to-one (1:1).
On December 6, 2024, we effected a one-for-two consolidation of our ordinary shares approved by shareholders on December 3, 2024. Concurrently, the ratio of ordinary shares to ADSs was changed from two-to-one (2:1) to one-to-one (1:1). Following the share consolidation, our authorized share capital is $50,000 divided into 250,000,000 ordinary shares with a par value of $0.0002 per share.
Our annual report and some of the other information submitted by us to the SEC may be accessed through this website. Such information can also be found on our investor relations website at investor.opera.com. See “Item 10. Additional Information—H. Documents on Display.” B.
Information contained on, or accessible through, our investor relations website is not part of, or incorporated by reference into this annual report. See “Item 10. Additional Information—H. Documents on Display” for further information. B.
The information contained on our website is not a part of this annual report. We listed our ADSs on the Nasdaq Global Select Market under the symbol “OPRA” on July 27, 2018.
Our ADSs have been listed on the Nasdaq Global Select Market under the symbol “OPRA” since July 27, 2018. We completed our initial public offering in August 2018 and a follow-on public offering in September 2019. In October 2023, a pre-IPO shareholder completed a secondary public offering of ADSs, from which we did not receive any proceeds.
Today, Turbo is our standard compression mode for high-end smartphones and computers, while OBML, adapted exclusively for Opera Mini, provides an extreme compression mode, which compresses web content by up to 90%, providing a good web browsing experience even on the most limited mobile data networks.
These technologies allow our browsers to load web pages faster by downloading less data. Our Mini browser compresses web content by up to 90%, providing a good web browsing experience even on the most limited mobile data networks. Network Infrastructure We operate a distributed network infrastructure designed to support our global operations.
Unlike approaches to agentic browsing that are currently being tested by other companies, Opera’s solution utilizes native, client-side solutions. This protects user privacy by not relying on screenshots or video capture of the browsing session. Content Recommendation Our content discovery and recommendation platform provides our users with personalized news, audio, videos and other online content.
Composer is a privacy-first AI engine, with keys managed by the client and the end-user. Content Recommendation Our content discovery and recommendation platform provides our users with personalized news, audio, videos and other online content.
Technology Technology is key to our success as it enables us to innovate, improve our users’ experience and operate our business more efficiently. Our technology team is composed of highly skilled engineers, computer scientists and technicians whose expertise spans a wide range of areas.
We have a track record of pioneering functionalities that then become the new standard in the browsing world. Our technology team is composed of highly skilled engineers, computer scientists and technicians whose expertise spans a wide range of areas. As of December 31, 2025, we employed a team of approximately 444 engineering and data analytics personnel.
Removed
We have since been a pioneer in redefining the web browsing experience, providing personalized content discovery platforms and offering gaming services for hundreds of millions of global internet users. Opera Limited is an exempted company with limited liability incorporated in March 2018 in the Cayman Islands. Opera Limited is a holding company that does not have substantive operations.
Added
Information contained on, or accessible through, our website is not part of, or incorporated by reference into this annual report. Our agent for U.S. federal securities law purposes is Cogency Global Inc, 122 East 42nd Street, 18th Floor, New York, NY 10168.
Removed
On August 9, 2018, we completed the initial public offering of 9,600,000 ADSs, and the underwriters later exercised their over-allotment option for the purchase of an additional 334,672 ADSs. We also sold 4,999,999 ADSs, in a private placement concurrent with the initial public offering in 2018 and our pre-IPO shareholders held the equivalent of 95,125,000 ADSs at that time.
Added
As of the date of this annual report, 89,880,513 ordinary shares were outstanding. The SEC maintains a website at www.sec.gov that contains reports and other information filed electronically with the SEC through its EDGAR system. Our annual report and other filings are available on this website and on our investor relations website at investor.opera.com.
Removed
On September 24, 2019, we completed a follow-on public offering of an additional 7,500,000 ADSs, and the underwriters later exercised their over-allotment option for the purchase of an additional 1,125,000 ADSs, which was completed on October 16, 2019. On October 4, 2023, we completed a secondary public offering of 6,876,506 ADS, which were sold by a pre-IPO shareholder.
Added
We provide a unique variety of carefully tailored browsers, made for consumers who seek an alternative to those provided as default on their devices. Our browsers had approximately 258 million average MAUs in the fourth quarter of 2025.
Removed
Consequently, there was no change in the number of ADSs outstanding or any investor’s ownership percentage in Opera, and as such 27 Table of Contents the changes were neutral to the value of each ADS in the Company as traded on Nasdaq.
Added
We differentiate ourselves by delivering purpose-built browser experiences that integrate features like native AI assistants, built-in VPNs, and gaming-centric optimizations directly into the interface for both desktop and mobile platforms, reducing user reliance on third-party extensions and creating a higher barrier-to-entry ecosystem.
Removed
Following the share consolidation, the authorized share capital of the Company is $50,000 divided into 250,000,000 shares of a nominal or par value of $0.0002 each. As of the date of this annual report, a total of 89,500,854 shares were outstanding.
Added
We generate revenue primarily through search distribution and partner monetization, digital advertising via our proprietary Opera Ads platform, and emerging product-led initiatives such as content and web3 services. Our Products and Users It all starts with the browser, the on-ramp to users’ online and AI experiences.
Removed
Available Information We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year.
Added
We leverage the browser to expand our digital advertising business, Opera Ads, and as a launch pad for additional services, including Opera Gaming, Opera News and our web3 offerings. Browsers Our browser family serves as the core distribution and engagement layer for our entire ecosystem.
Removed
However, we are exempt from certain disclosure requirements under the U.S. Exchange Act that apply to domestic U.S. companies. See “Item 3. Key Information—D.
Added
We provide a suite of specialized browsers, including our flagship Opera One browser, which features a modular design and Opera AI, our native browser AI. For the gaming community, Opera GX provides a distinctive and customizable aesthetic along with unique hardware optimizers and integrations to reach a high-value, highly engaged demographic.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRisk Factors—Risks Related to Our Business and Industry—Our investments in new businesses, new products, services and technologies and companies are inherently risky and could disrupt our ongoing businesses.” 43 Table of Contents Results of Operations The following table set forth our consolidated Statement of Operations data (in thousands): Year Ended December 31, 2022 2023 2024 Revenue $ 331,037 $ 396,827 $ 480,648 Other operating income 469 666 2,367 Operating expenses: Technology and platform fees (4,104 ) (3,145 ) (10,010 ) Content cost (3,834 ) (4,297 ) (3,891 ) Cost of inventory sold (46,650 ) (85,808 ) (118,658 ) Personnel expenses, including share-based compensation (74,588 ) (82,750 ) (79,658 ) Marketing and distribution expenses (114,988 ) (109,947 ) (131,951 ) Credit loss expense (1,387 ) (3,967 ) 784 Depreciation and amortization (13,939 ) (13,165 ) (15,582 ) Impairment of non-financial assets (3,194 ) (681 ) (113 ) Other operating expenses (27,015 ) (30,842 ) (31,674 ) Total operating expenses (289,699 ) (334,603 ) (390,753 ) Operating profit 41,808 62,890 92,262 Share of net loss of equity-accounted investees (6 ) — (2 ) Fair value gain on long-term investments 1,500 89,838 5,000 Net finance income (expense): Finance income 21,454 8,876 3,577 Finance expense (39,729 ) (644 ) (586 ) Foreign exchange gain (loss) (1,157 ) (963 ) (1,839 ) Net finance income (expense) (19,432 ) 7,269 1,152 Income before income taxes 23,870 159,997 98,412 Income tax expense (8,835 ) (6,697 ) (17,642 ) Net income attributable to Opera shareholders $ 15,035 $ 153,301 $ 80,771 The following table sets forth the components of our consolidated Statement of Operations data as a percentage of revenue (1) : Year Ended December 31, 2022 2023 2024 Revenue 100 % 100 % 100 % Other operating income — — — Operating expenses: Technology and platform fees (1 ) (1 ) (2 ) Content cost (1 ) (1 ) (1 ) Cost of inventory sold (14 ) (22 ) (25 ) Personnel expenses, including share-based compensation (23 ) (21 ) (17 ) Marketing and distribution expenses (35 ) (28 ) (27 ) Credit loss expense — (1 ) — Depreciation and amortization (4 ) (3 ) (3 ) Impairment of non-financial assets (1 ) — — Other operating expenses (8 ) (8 ) (7 ) Total operating expenses (88 ) (84 ) (81 ) Operating profit 13 16 19 Share of net loss of equity-accounted investees — — — Fair value gain on long-term investments — 23 1 Net finance income (expense): Finance income 6 2 1 Finance expense (12 ) — — Foreign exchange gain (loss) — — — Net finance income (expense) (6 ) 2 — Income before income taxes 7 40 20 Income tax expense (3 ) (2 ) (4 ) Net income attributable to Opera shareholders 5 % 39 % 17 % _______________ (1) Percentages have been rounded for presentation purposes and may differ from unrounded results. 44 Table of Contents Revenue We generate revenue from advertising, search, technology licensing and other services.
Biggest changeResults of Operations The following table set forth our consolidated Statement of Operations data (in thousands): Year Ended December 31, 2023 2024 2025 Revenue $ 396,827 $ 480,648 $ 614,825 Other operating income 666 2,367 (378 ) Operating expenses: Technology and platform fees (3,145 ) (10,010 ) (9,312 ) Content cost (4,297 ) (3,891 ) (6,066 ) Cost of inventory sold (85,808 ) (118,658 ) (205,127 ) Personnel expenses excluding share-based compensation (65,801 ) (69,940 ) (78,994 ) Share-based compensation expenses (16,950 ) (9,718 ) (31,273 ) Marketing and distribution expenses (109,947 ) (131,951 ) (142,218 ) Credit loss expense (3,967 ) 784 713 Depreciation and amortization (13,165 ) (15,582 ) (18,861 ) Impairment of non-financial assets (681 ) (113 ) (1,946 ) Other operating expenses (30,842 ) (31,674 ) (31,291 ) Total operating expenses (334,603 ) (390,753 ) (524,375 ) Operating profit 62,890 92,262 90,072 Share of net income (loss) of equity-accounted investees — (2 ) 268 Fair value gain on long-term investments 89,838 5,000 36,300 Net finance income (expense): Finance income 8,876 3,577 3,294 Finance expense (644 ) (586 ) (610 ) Foreign exchange gain (loss) (963 ) (1,839 ) (4,108 ) Net finance income (expense) 7,269 1,152 (1,424 ) Income before income taxes 159,997 98,412 125,216 Income tax expense (6,697 ) (17,642 ) (16,934 ) Net income attributable to Opera shareholders $ 153,301 $ 80,771 $ 108,282 36 Table of Contents The following table sets forth the components of our consolidated Statement of Operations data as a percentage of revenue (1) : Year Ended December 31, 2023 2024 2025 Revenue 100 % 100 % 100 % Other operating income — — — Operating expenses: Technology and platform fees (1 ) (2 ) (2 ) Content cost (1 ) (1 ) (1 ) Cost of inventory sold (22 ) (25 ) (33 ) Personnel expenses excluding share-based compensation (17 ) (15 ) (13 ) Share-based compensation expenses (4 ) (2 ) (5 ) Marketing and distribution expenses (28 ) (27 ) (23 ) Credit loss expense (1 ) — — Depreciation and amortization (3 ) (3 ) (3 ) Impairment of non-financial assets — — — Other operating expenses (8 ) (7 ) (5 ) Total operating expenses (84 ) (81 ) (85 ) Operating profit 16 19 15 Share of net income (loss) of equity-accounted investees — — — Fair value gain on long-term investments 23 1 6 Net finance income (expense): Finance income 2 1 1 Finance expense — — — Foreign exchange gain (loss) — — (1 ) Net finance income (expense) 2 — — Income before income taxes 40 20 20 Income tax expense (2 ) (4 ) (3 ) Net income attributable to Opera shareholders 39 % 17 % 18 % _______________ (1) Percentages have been rounded for presentation purposes and may differ from unrounded results.
Adjusted net income margin is calculated as adjusted net income divided by revenue, whereas adjusted diluted earnings per share is calculated as adjusted net income divided by the diluted weighted average number of shares outstanding.
Adjusted net income margin is calculated as adjusted net income divided by revenue. Adjusted diluted earnings per share is calculated as adjusted net income divided by the diluted weighted average number of shares outstanding.
Fair Value Gain on Long-Term Investments Our long-term minority investments in unconsolidated entities over which we do not have significant influence or joint control are accounted for at fair value through profit or loss with changes in fair value presented in the Statement of Operations as Fair value gain on long-term investments.
Fair Value Gain on Long-Term Investments Our long-term minority investments in unconsolidated entities over which we do not have significant influence or joint control are accounted for at fair value through profit or loss, with changes in fair value recognized in the statement of operations as fair value gain on long-term investments.
Adjusted net income is defined as net income excluding (i) profit (loss) from discontinued operations, (ii) gain (loss) on investments in unconsolidated entities, (iii) non-recurring expenses, (iv) impairment of non-financial assets, (v) amortization of acquired intangible assets, (vi) share-based compensation expense, and (vii) the income tax effect of these adjustments.
Adjusted net income is defined as net income adjusted to exclude (i) profit (loss) from discontinued operations, (ii) gain (loss) on investments in unconsolidated entities, (iii) non-recurring expenses, (iv) impairment of non-financial assets, (v) amortization of acquired intangible assets, (vi) share-based compensation expense, and (vii) the income tax effect of these adjustments.
Underlying advertising demand led to better monetization on a per-user basis, which together with improved pricing factors and the growth of our user bases in Western markets, resulted in the continuing growth of our Opera Ads platform where we also leveraged third party inventories to meet the demand we sourced from advertisers, as evidenced by the growth of our cost of inventory sold.
Underlying advertising demand, in particular from e-commerce partners, led to better monetization on a per-user basis, which together with improved pricing factors and the growth of our user bases in Western markets, resulted in the continuing growth of our Opera Ads platform where we also leveraged third-party inventories to meet the demand we sourced from advertisers, as evidenced by the growth of our cost of inventory sold.
We define adjusted EBITDA as net income excluding (i) profit (loss) from discontinued operations, (ii) income tax expense, (iii) net finance income (expense), (iv) gain (loss) on long-term investments in unconsolidated entities, (v) non-recurring expenses, (vi) impairment of non-financial assets, (vii) depreciation and amortization, (viii) share-based compensation expense, and (ix) other operating income.
Adjusted EBITDA is defined as net income adjusted to exclude (i) profit (loss) from discontinued operations, (ii) income tax expense, (iii) net finance income (expense), (iv) gain (loss) on long-term investments in unconsolidated entities, (v) non-recurring expenses, (vi) impairment of non-financial assets, (vii) depreciation and amortization, (viii) share-based compensation expense, and (ix) other operating income.
Cash Provided by and Used in Investing Activities Cash used in investing activities during 2024 mostly consisted of $23.3 million spent on purchases of property and equipment, including $19.1 million spent on AI data center infrastructure, and $7.3 million spent on the development of new products and services.
In 2024, investing activities mostly consisted of $23.3 million on purchases of property and equipment, including $19.1 million spent on AI data center infrastructure, and $7.3 million on the development of new products and services.
The increase in net cash flow from operating activities during 2024 compared to 2023 of $22.2 million, was due to an increase in cash collection from customers driven by the increases in advertising and search revenues, partially offset by a higher amount of cash paid for operational spending.
The increase in net cash flow from operating activities during 2025 compared to 2024 of $12.8 million, was due to an increase in cash collection from customers driven by the increases in advertising and query revenues, partially offset by a higher amount of cash paid for operational spending.
As of December 31, 2024, we had $126.8 million in cash and cash equivalents, comprising of cash on deposit with banks and limited holdings of stablecoins, primarily denominated in U.S. dollars, with limited amounts held in euros, Norwegian kroner and other local currencies of the markets where we operate.
As of December 31, 2025, we had $155.5 million in cash and cash equivalents, comprising of cash on deposit with banks and limited holdings of stablecoins, primarily denominated in U.S. dollars, with limited amounts held in euros, Norwegian kroner and other local 43 Table of Contents currencies of the markets where we operate.
See Notes 9 and 10 to our consolidated financial statements included elsewhere in this annual report for more information about our fixed and intangible assets. Impairment of Non-financial Assets Impairment of non-financial assets include impairment losses on our fixed and intangible assets.
See Notes 9 and 10 to our consolidated financial statements included elsewhere in this annual report for more information about our fixed and intangible assets.
In addition, the non-IFRS financial measures may be limited in their usefulness because they do not present the full economic effects of certain items of income and expenses. We compensate for these limitations by providing reconciliations of our non-IFRS financial measures to the most closely related financial measures in IFRS Accounting Standards.
In addition, measures may be limited in their usefulness because they do not present the full economic effects of certain items of income and expenses. We address the limitations of these non-IFRS financial measures by providing reconciliations from the most closely comparable IFRS financial measures.
We define free cash flow from operations as net cash flows from operating activities less (i) purchases of fixed and intangible assets, (ii) development expenditure and (iii) payment of lease liabilities.
We define free cash flow from operations as net cash flows from operating activities less (i) purchases of fixed and intangible assets, (ii) development expenditure and (iii) payment of lease liabilities. Free cash flow from operations does not represent residual cash available for discretionary uses.
Item 5. Operating and Financial Review and Prospects You should read the following discussion and analysis of our results of operations and financial condition in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report.
Item 5. Operating and Financial Review and Prospects You should read the following discussion and analysis of our results of operations and financial condition together with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties.
Adjusted Net Income, Adjusted EBITDA and Adjusted Diluted Earnings per Share In addition to revenue, net income and other financial measures presented in accordance with IFRS Accounting Standards, we use adjusted net income, adjusted EBITDA and adjusted diluted earnings per share to manage our business, make planning decisions, evaluate our performance, and allocate resources.
Adjusted Net Income, Adjusted EBITDA and Adjusted Diluted Earnings per Share In addition to financial measures presented in accordance with IFRS Accounting Standards, we use the non-IFRS financial measures adjusted net income, adjusted EBITDA and adjusted diluted earnings per share to manage our business, evaluate performance, support planning and decision-making, and allocate resources.
The increase in our effective tax rate was primarily due to the amount of fair value gain on our investment in OPay, which represents tax-exempt income, decreasing from $89.8 million in 2023 to $5.0 million in 2024. See Note 7 to our consolidated financial statements included elsewhere in this annual report for further details.
The decrease in our effective tax rate was primarily due to the amount of fair value gain on our investment in OPay, which represents tax-exempt income. See Note 7 to our consolidated financial statements included elsewhere in this annual report for further details.
The following table is a reconciliation of adjusted EBITDA to net income (in thousands): Year Ended December 31, 2022 2023 2024 Net income $ 15,035 $ 153,301 $ 80,771 Add (deduct): Income tax expense 8,835 6,697 17,642 Net finance (income) expense 18,224 (7,269 ) (1,152 ) Fair value (gain) on long-term investments (1,500 ) (89,838 ) (5,000 ) Share of net loss of equity-accounted investees 6 — 2 Non-recurring expenses 1,517 698 — Impairment of non-financial assets 3,194 681 113 Depreciation and amortization 13,939 13,165 15,582 Share-based compensation expense 9,304 16,950 9,718 Other operating income (469 ) (666 ) (2,367 ) Adjusted EBITDA $ 68,084 $ 93,719 $ 115,309 The following table is a reconciliation of adjusted diluted earnings per share to diluted earnings per share: Year Ended December 31, 2022 2023 2024 Diluted earnings per share $ 0.14 $ 1.69 $ 0.90 Add (deduct): Fair value (gain) loss on short-term investments (0.14 ) (0.04 ) — Fair value (gain) loss on long-term investments (0.01 ) (0.99 ) (0.06 ) Share of net loss of equity-accounted investees — — — Non-recurring expenses 0.01 0.01 — Impairment of non-financial assets 0.03 0.01 — Amortization of acquired intangible assets 0.02 0.03 0.03 Share-based compensation expense 0.08 0.19 0.11 Income tax effect on adjustments (0.01 ) (0.10 ) (0.02 ) Adjusted diluted earnings per share $ 0.12 $ 0.80 $ 0.96 51 Table of Contents B.
The following table is a reconciliation of net income to adjusted EBITDA (in thousands): Year Ended December 31, 2023 2024 2025 Net income $ 153,301 $ 80,771 $ 108,282 Add (deduct): Income tax expense 6,697 17,642 16,934 Net finance (income) expense (7,269 ) (1,152 ) 1,424 Fair value (gain) on long-term investments (89,838 ) (5,000 ) (36,300 ) Share of net loss of equity-accounted investees — 2 (268 ) Non-recurring expenses 698 — — Impairment of non-financial assets 681 113 1,946 Depreciation and amortization 13,165 15,582 18,861 Share-based compensation expenses 16,950 9,718 31,273 Other operating income (666 ) (2,367 ) 378 Adjusted EBITDA $ 93,719 $ 115,309 $ 142,530 The following table is a reconciliation of diluted earnings per share to adjusted diluted earnings per share: Year Ended December 31, 2023 2024 2025 Diluted earnings per share $ 1.69 $ 0.90 $ 1.19 Add (deduct): Fair value (gain) loss on short-term investments (0.04 ) — — Fair value (gain) loss on long-term investments (0.99 ) (0.06 ) (0.40 ) Share of net loss of equity-accounted investees — — — Non-recurring expenses 0.01 — — Impairment of non-financial assets 0.01 — 0.02 Amortization of acquired intangible assets 0.03 0.03 0.03 Share-based compensation expenses 0.19 0.11 0.34 Income tax effect on adjustments (0.10 ) (0.02 ) (0.06 ) Adjusted diluted earnings per share $ 0.80 $ 0.96 $ 1.12 B.
Share of Net Loss of Equity-accounted Investees We have invested in a venture fund operated by Verda Ventures and in nHorizon Innovation, both of which are accounted for in accordance with the equity method under which we recognize our share of the investees’ net income or loss.
Share of Net Income (Loss) of Equity-accounted Investees We have investments in a venture fund operated by Verda Ventures (the “MiniPay fund”) and in nHorizon Innovation, both of which are accounted for under the equity method.
This increase was driven mainly by the continuing expansion of the Opera Ads platform, our audience extension product. Personnel Expenses Including Share-based Compensation Our personnel expenses primarily consist of salaries and bonuses together with applicable social security contributions, costs of external temporary hires and other personnel-related expenses, as well as share-based compensation, including related social security contributions.
This increase was driven mainly by the continuing expansion of the Opera Ads platform, our audience extension product. Personnel Expenses Excluding Share-based Compensation Cash-based personnel expenses consist primarily of salaries and bonuses, related social security contributions, costs of external temporary hires, and other personnel-related expenses, and are presented net of capitalized development costs.
The following table sets forth a summary of our cash flows for the periods indicated (in thousands): Year Ended December 31, 2022 2023 2024 Net cash flow from operating activities $ 56,662 $ 82,761 $ 104,977 Net cash flow from (used in) investing activities $ 44,450 $ 19,999 $ (27,112 ) Net cash flow used in financing activities $ (150,578 ) $ (59,843 ) $ (42,146 ) Cash Provided by Operating Activities Net cash flow from operating activities was $105.0 million in 2024.
The following table sets forth a summary of our cash flows for the periods indicated (in thousands): Year Ended December 31, 2023 2024 2025 Net cash flow from operating activities $ 82,761 $ 104,977 $ 117,728 Net cash flow from (used in) investing activities $ 19,999 $ (27,112 ) $ (14,451 ) Net cash flow used in financing activities $ (59,843 ) $ (42,146 ) $ (76,552 ) Cash Provided by Operating Activities Net cash flow from operating activities was $117.7 million in 2025.
The amounts of depreciation and amortization are driven by the costs of assets we acquire and intangible assets we develop, and the expected useful lives of these assets. We expect our depreciation and amortization expenses to increase relative to 2024 as we continue to invest in our products and digital infrastructure.
The amounts of depreciation and amortization are driven by the capital investment levels and the expected useful lives of the related assets. We expect these expenses to increase as we continue to invest in our products and digital infrastructure.
See Note 5 to our consolidated financial statements included elsewhere in this annual report for more information.
See Note 12 to our consolidated financial statements included elsewhere in this annual report for more information about our credit loss allowance.
However, these non-IFRS financial measures should not be considered substitutes for, or superior to, the financial information presented in accordance with IFRS Accounting Standards. Our calculations of adjusted net income, adjusted EBITDA and adjusted diluted earnings per share may differ from similarly-titled non-IFRS measures, if any, reported by our peers.
These measures should not be considered in isolation or as substitutes for, or superior to, the financial information prepared in accordance with IFRS Accounting Standards. Our definitions of adjusted net income, adjusted EBITDA and adjusted diluted earnings per share may differ from similarly titled measures used by other companies.
Operating profit of $92.3 million, adjusted for non-cash items such as depreciation, amortization and share-based compensation totaling $24.3 million, contributed $116.5 million, which was partially offset by changes in items of working capital such as trade receivables and payables totaling $3.9 million. Income taxes paid in 2024 amounted to $7.6 million.
Operating profit of $90.1 million, adjusted for non-cash items such as depreciation, amortization and share-based compensation totaling $50.4 million, contributed $140.4 million, which was partially offset by changes in items of working capital such as trade receivables and payables totaling $9.9 million. Income taxes paid in 2025 amounted to $12.9 million.
Cost of Inventory Sold Cost of inventory sold consists primarily of the cost for third party advertising inventory that is sold to our customers along with our own inventory to better serve our advertisers’ demand. We expect this cost category to grow as a percentage of revenue as we see it driving incremental profitability of our advertising business.
Cost of Inventory Sold Cost of inventory sold consists primarily of the cost incurred to acquire third-party advertising inventory that is sold alongside our own inventory to meet advertiser demand. We expect this cost category to grow as a percentage of overall revenue as we see it driving incremental profitability of our advertising business.
Contractual Obligations As of December 31, 2024, our contractual obligations for which we had recognized financial liabilities in our Statement of Financial Position, such as trade payables and leases, totaled $98.9 million, of which $92.9 million is due to be paid during 2025.
Contractual Obligations As of December 31, 2025, our contractual obligations for which we had recognized financial liabilities, such as trade payables and leases, totaled $112.8 million, of which $108.0 million is due to be paid during 2026.
The following table presents our financial highlights (in thousands, except for per share amounts and percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Revenue $ 331,037 $ 396,827 $ 480,648 20 % 21 % Net income $ 15,035 $ 153,301 $ 80,771 920 % (47 )% Net income margin 5 % 39 % 17 % Adjusted net income (1) $ 12,863 $ 72,284 $ 86,093 462 % 19 % Adjusted net income margin (1) 4 % 18 % 18 % Adjusted EBITDA (1) $ 68,084 $ 93,719 $ 115,309 38 % 23 % Adjusted EBITDA margin (1) 21 % 24 % 24 % Diluted earnings per share $ 0.14 $ 1.69 $ 0.90 1140 % (47 )% Adjusted diluted earnings per share (1) $ 0.12 $ 0.80 $ 0.96 582 % 21 % Net cash flow from operating activities $ 56,662 $ 82,761 $ 104,977 46 % 27 % As percentage of adjusted EBITDA 83 % 88 % 91 % Free cash flow from operations (1) $ 42,849 $ 72,451 $ 70,190 69 % (3 )% As percentage of adjusted EBITDA 63 % 77 % 61 % _______________ (1) See the sections below titled “Adjusted Net Income, Adjusted EBITDA and Adjusted Diluted Earnings per Share” and “Free Cash Flow From Operations” for explanations and reconciliations of these non-IFRS financial measures. 40 Table of Contents • Revenue was $480.6 million in 2024, an increase of $83.8 million, or 21%, from 2023.
Business Overview.” 31 Table of Contents The following table presents our financial highlights (in thousands, except for per share amounts and percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Revenue $ 396,827 $ 480,648 $ 614,825 21 % 28 % Net income $ 153,301 $ 80,771 $ 108,282 (47 )% 34 % Net income margin 39 % 17 % 18 % Adjusted net income (1) $ 72,284 $ 86,093 $ 102,069 19 % 19 % Adjusted net income margin (1) 18 % 18 % 17 % Adjusted EBITDA (1) $ 93,719 $ 115,309 $ 142,530 23 % 24 % Adjusted EBITDA margin (1) 24 % 24 % 23 % Diluted earnings per share $ 1.69 $ 0.90 $ 1.19 (47 )% 32 % Adjusted diluted earnings per share (1) $ 0.80 $ 0.96 $ 1.12 21 % 17 % Net cash flow from operating activities $ 82,761 $ 104,977 $ 117,728 27 % 12 % As percentage of adjusted EBITDA 88 % 91 % 83 % Free cash flow from operations (1) $ 72,451 $ 70,190 $ 97,707 (3 )% 39 % As percentage of adjusted EBITDA 77 % 61 % 69 % _______________ (1) See the sections below titled “Adjusted Net Income, Adjusted EBITDA and Adjusted Diluted Earnings per Share” and “Free Cash Flow From Operations” for explanations and reconciliations of these non-IFRS financial measures. • Revenue was $614.8 million in 2025, an increase of $134.2 million, or 28%, from 2024.
We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements. Dividends On June 13, 2023, our Board of Directors adopted a recurring semi-annual cash dividend program. Our first semi-annual cash dividend of $0.40 per ADS was paid in July 2023.
We continuously evaluate our liquidity and capital resources, including our access to external capital and potential realization of strategic investments, to ensure we can finance our future capital requirements. Dividends In June 2023, our Board of Directors adopted a recurring semi-annual cash dividend program.
As our search revenue is based on revenue sharing arrangements with our search partners, these factors together had a direct positive impact on our search revenue. Technology licensing and other revenue decreased $2.8 million, or 75%, from 2023 to 2024. See Note 3 to our consolidated financial statements included elsewhere in this annual report for more information about our revenues.
As our query revenue includes income from revenue sharing arrangements with our search partners, these factors together had a direct positive impact on our query revenue. Other revenue increased $1.0 million, or 111%, from 2024 to 2025. See Note 3 to our consolidated financial statements included elsewhere in this annual report for more information about our revenues.
Net Finance Income (Expense) Our finance income primarily includes interest income on deposits of cash with financial institutions, whereas our finance expense primarily includes interest expense on our leases of office properties and equipment.
Net Finance Income (Expense) Finance income primarily consists of interest income earned on cash deposits with financial institutions, while finance expense primarily consists of interest expense on leases of office premises and equipment.
The table below shows the amount of credit loss expense (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Credit loss expense $ (1,387 ) $ (3,967 ) $ 784 186 % NM _______________ NM - not meaningful.
The table below presents our credit loss expense (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Credit loss expense $ (3,967 ) $ 784 $ 713 NM (9 )% _______________ NM - not meaningful.
(2) The amount of non-recurring expenses in 2023 included certain audit, legal, and other advisory services acquired in connection with the secondary public offering completed in 2023 by a pre-IPO shareholder. These expenses were classified in the Statement of Operations as other operating expenses.
(2) Non-recurring expenses in 2023 primarily related to audit, legal, and other advisory fees incurred in connection with a secondary public offering of our ADSs by a pre-IPO shareholder. These expenses were included in other operating expenses in the Statement of Operations.
To supplement our consolidated financial statements, which are prepared and presented in accordance with IFRS Accounting Standards, we present adjusted net income, adjusted EBITDA, adjusted diluted earnings per share and free cash flow from operations, which are non-IFRS financial measures.
Our consolidated financial statements are prepared in accordance with IFRS Accounting Standards. In addition, we present adjusted net income, adjusted EBITDA, adjusted diluted earnings per share and free cash flow from operations, which are non-IFRS financial measures. We believe these measures provide useful supplemental information for evaluating our operating performance and liquidity.
Adjusted net income, which excludes gains and losses on unconsolidated investments and other items that may not be indicative of our recurring core business operating results, was $86.1 million in 2024, an increase of 19% from 2023. • Adjusted EBITDA was $115.3 million in 2024, representing a 24% margin, up from $93.7 million and a 24% margin in 2023. • In 2024, diluted earnings per share was $0.90, whereas adjusted diluted earnings per share was $0.96. • Net cash flow from operating activities in 2024 was $105.0 million, or 91% of adjusted EBITDA, representing an increase of 27% from 2023 when net cash flow from operating activities was $82.8 million, or 88% of adjusted EBITDA.
Adjusted net income, which excludes gains and losses on unconsolidated investments, share-based compensation expenses, and other items that may not be indicative of our recurring core business operating results, was $102.1 million in 2025, an increase of 19% from 2024. • Adjusted EBITDA was $142.5 million in 2025, representing a 23% margin, up from $115.3 million and a 24% margin in 2024. • In 2025, diluted earnings per share was $1.19, whereas adjusted diluted earnings per share was $1.12. • Net cash flow from operating activities in 2025 was $117.7 million, or 83% of adjusted EBITDA, representing an increase of 12% from 2024 when net cash flow from operating activities was $105.0 million, or 91% of adjusted EBITDA following accelerated revenue collection at the end of the year.
Search revenue increased $24.1 million, or 15%, from 2023 to 2024. The increase was driven by both underlying monetization improvements by our search partners and the growth of our browser user base in Western markets where advertisers typically pay more to be promoted.
Query revenue increased $27.8 million, or 15%, from 2024 to 2025. The increase was driven by both underlying monetization improvements by our search partners and broadening of the interfaces in which we can address users’ intent, and the growth of our 37 Table of Contents browser user base in Western markets where advertisers typically pay more to be promoted.
The table below shows the amount of cost of inventory sold (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Cost of inventory sold $ (46,650 ) $ (85,808 ) $ (118,658 ) 84 % 38 % The cost of inventory sold increased $32.8 million, or 38%, from 2023 to 2024, and represented 25% of our revenue in 2024, up from 22% of our revenue in 2023.
The table below presents the cost of inventory sold (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Cost of inventory sold $ (85,808 ) $ (118,658 ) $ (205,127 ) 38 % 73 % 38 Table of Contents The cost of inventory sold increased $86.5 million, or 73%, from 2024 to 2025, and represented 33% of our revenue in 2025, up from 25% of our revenue in 2024.
Their definitions, our rationale for presenting them and reconciliations to the most directly comparable measure under IFRS Accounting Standards are provided in the sections below titled “Adjusted Net Income, Adjusted EBITDA and Adjusted Diluted Earnings per Share,” and “Free Cash Flow From Operations.” A.
Definitions of these measures, the reasons for their use and reconciliations from the most directly comparable IFRS measures are included below under the sections titled “Adjusted Net Income, Adjusted EBITDA and Adjusted Diluted Earnings per Share,” and “Free Cash Flow From Operations.” A.
The table below shows the amount of income tax expense and the effective tax rate (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Income tax expense $ (8,835 ) $ (6,697 ) $ (17,642 ) (24 )% 163 % Effective tax rate 37.0 % 4.2 % 17.9 % The income tax expense increased $10.9 million, or 163%, from 2023 to 2024, resulting in the effective tax rate also increasing.
The table below presents income tax expense and the effective tax rate (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Income tax expense $ (6,697 ) $ (17,642 ) $ (16,934 ) 163 % (4 )% Effective tax rate 4.2 % 17.9 % 13.5 % The income tax expense decreased $0.7 million, or 4%, from 2024 to 2025, resulting in the effective tax rate also decreasing.
The table below presents the amounts of fair value gains on our long-term investments (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Fair value gain on long-term investments $ 1,500 $ 89,838 $ 5,000 5889 % (94 )% Fair value gain on long-term investments, which solely was related to our investment in OPay in the periods presented, was $5.0 million in 2024, compared to $89.8 million in 2023.
The table below presents fair value gains on our long-term investments (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Fair value gain on long-term investments $ 89,838 $ 5,000 $ 36,300 (94 )% 626 % In 2025, we recognized an unrealized fair value gain of $36.3 million on our OPay investment, compared to an unrealized gain of $5.0 million in 2024.
The table below shows the amount of other operating expenses (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Other operating expenses $ (27,015 ) $ (30,842 ) $ (31,674 ) 14 % 3 % Our other operating expenses increased $0.8 million, or 3%, from 2023 to 2024.
The table below presents other operating expenses (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Other operating expenses $ (30,842 ) $ (31,674 ) $ (31,291 ) 3 % (1 )% 40 Table of Contents Our other operating expenses decreased by $0.4 million, or 1%, from 2024 to 2025.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any other trends, uncertainties, demands, commitments or events for the period from January 1, 2024, to December 31, 2024, that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events during the year ended December 31, 2025, that are reasonably likely to materially affect our revenues, income, profitability, liquidity or capital resources, or to cause our historical results not to be indicative of future operating results or financial condition.
Risk Factors—Risks Related to Our Internal Controls and Reporting—Our user metrics and other operational metrics are subject to inherent challenges in measuring our operations.” The following table presents our MAU metrics for the periods indicated (in millions): Three months ended (1) Mar. 31, 2023 June 30, 2023 Sept. 30, 2023 Dec. 31, 2023 Mar. 31, 2024 June 30, 2024 Sept. 30, 2024 Dec. 31, 2024 Smartphone average MAUs 189.7 190.5 185.8 185.8 177.6 180.2 179.6 178.1 PC browser average MAUs 76.4 76.2 76.8 79.5 80.4 78.2 78.9 83.9 Feature phone average MAUs 53.0 48.9 48.6 47.4 45.4 39.9 37.3 33.4 Other 0.2 0.2 0.1 0.2 0.2 0.2 0.2 0.2 Total MAUs 319.4 315.9 311.3 312.9 303.6 298.5 296.0 295.5 _______________ (1) Average across the three months included in each period, with each month calculated as of its final day using a 30-day lookback window.
Risk Factors—Risks Related to Financial Reporting and Information Disclosure—Inaccuracies or misinterpretation of our operating metrics could harm our business.” The table below presents our MAU metrics for the periods indicated (in millions): Three months ended (1) Mar. 31, 2024 June 30, 2024 Sept. 30, 2024 Dec. 31, 2024 Mar. 31, 2025 June 30, 2025 Sept. 30, 2025 Dec. 31, 2025 Smartphone average MAUs 177.6 180.2 179.6 178.1 174.1 174.8 172.9 167.2 PC browser average MAUs 80.4 78.2 78.9 83.9 85.5 82.7 80.8 86.2 Feature phone average MAUs 45.4 39.9 37.3 33.4 33.4 31.6 30.4 30.7 Other 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 Total MAUs 303.6 298.5 296.0 295.5 293.2 289.2 284.2 284.3 _______________ (1) Average across the three months included in each period, with each month calculated as of its final day using a 30-day lookback window.
The table below shows the amount of impairment of non-financial assets (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Impairment of non-financial assets $ (3,194 ) $ (681 ) $ (113 ) (79 )% (83 )% Impairment of non-financial assets decreased $0.6 million, or 83%, from 2023 to 2024.
The table below presents impairment of non-financial assets (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Impairment of non-financial assets $ (681 ) $ (113 ) $ (1,946 ) (83 )% 1619 % Impairment of non-financial assets increased $1.8 million, or 1619%, from 2024 to 2025.
The table below reconciles free cash flow from operations to net cash flow from operating activities (in thousands): Year Ended December 31, 2022 2023 2024 Net cash flow from operating activities $ 56,662 $ 82,761 104,977 (Deduct): Purchase of equipment (3,187 ) (1,873 ) (23,344 ) Purchase of intangible assets — (250 ) — Development expenditure (6,789 ) (4,281 ) (7,263 ) Payment of lease liabilities (3,837 ) (3,907 ) (4,181 ) Free cash flow from operations $ 42,849 $ 72,451 $ 70,190 Liquidity and Material Cash Requirements We expect existing cash, cash equivalents, and cash flows from operating activities to be sufficient to fund our operating activities and cash commitments for investing and financing activities, including dividends, for at least the next 12 months and thereafter for the foreseeable future.
We address the limitations of this non-IFRS financial measure by providing a reconciliation to net cash flow from operating activities, the most directly comparable IFRS measure, and investors are encouraged to consider this measure together with our IFRS cash flow information. 44 Table of Contents The table below reconciles net cash flow from operating activities to free cash flow from operations (in thousands): Year Ended December 31, 2023 2024 2025 Net cash flow from operating activities $ 82,761 $ 104,977 $ 117,728 (Deduct): Purchase of equipment (1,873 ) (23,344 ) (5,546 ) Purchase of intangible assets (250 ) — — Development expenditure (4,281 ) (7,263 ) (9,699 ) Payment of lease liabilities (3,907 ) (4,181 ) (4,776 ) Free cash flow from operations $ 72,451 $ 70,190 $ 97,707 Liquidity and Material Cash Requirements We expect that our existing cash and cash equivalents, together with cash flows from operations, will be sufficient to fund our operating activities and cash commitments for investing and financing activities, including dividends and share repurchases, for at least the next 12 months and thereafter for the foreseeable future.
Operating and Financial Review and Prospects” in our annual report on Form 20-F for the year ended December 31, 2023, which was filed with the SEC on April 24, 2024, and amended on April 30, 2024.
For a discussion of the year ended December 31, 2024, compared to the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects” in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 10, 2025.
Other Operating Income Other operating income includes items of income that are not generated from our ordinary activities. For example, other operating income includes net gains on disposals of property, equipment and intangible assets.
Other Operating Income Other operating income consists of income arising from activities that are not part of our ordinary operations, including net gains or losses on disposals of property, equipment and intangible assets.
The table below shows the amount of marketing and distribution expenses (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Marketing and distribution expenses $ (114,988 ) $ (109,947 ) $ (131,951 ) (4 )% 20 % Our marketing and distribution expenses increased $22.0 million, or 20%, from 2023 to 2024.
The table below presents marketing and distribution expenses (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Marketing and distribution expenses $ (109,947 ) $ (131,951 ) $ (142,218 ) 20 % 8 % Marketing and distribution expenses increased by $10.3 million, or 8%, from 2024 to 2025.
We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view our reported non-IFRS financial measures in conjunction with net income and other financial measures prepared in accordance with IFRS Accounting Standards. 50 Table of Contents The following table presents a reconciliation of adjusted net income to net income (in thousands): Year Ended December 31, 2022 2023 2024 Net income $ 15,035 $ 153,301 $ 80,771 Add (deduct): Fair value (gain) loss on short-term investments (1) (15,946 ) (3,243 ) — Fair value (gain) loss on long-term investments (1,500 ) (89,838 ) (5,000 ) Share of net loss of equity-accounted investees 6 — 2 Non-recurring expenses (2) 1,517 698 — Impairment of non-financial assets 3,194 681 113 Amortization of acquired intangible assets 2,580 2,580 2,580 Share-based compensation expense 9,304 16,950 9,718 Income tax effect on adjustments (1,326 ) (8,845 ) (2,091 ) Adjusted net income $ 12,863 $ 72,284 $ 86,093 _______________ (1) The amounts of fair value gains on short-term investments were presented as part of finance income in the Statement of Operations.
Investors are encouraged to review these reconciliations and to consider non-IFRS financial measures together with our IFRS results. 42 Table of Contents The following table presents a reconciliation of net income to adjusted net income (in thousands): Year Ended December 31, 2023 2024 2025 Net income $ 153,301 $ 80,771 $ 108,282 Add (deduct): Fair value (gain) loss on short-term investments (1) (3,243 ) — — Fair value (gain) loss on long-term investments (89,838 ) (5,000 ) (36,300 ) Share of net loss of equity-accounted investees — 2 (268 ) Non-recurring expenses (2) 698 — — Impairment of non-financial assets 681 113 1,946 Amortization of acquired intangible assets 2,580 2,580 2,580 Share-based compensation expenses 16,950 9,718 31,273 Income tax effect on adjustments (8,845 ) (2,091 ) (5,444 ) Adjusted net income $ 72,284 $ 86,093 $ 102,069 _______________ (1) Fair value gains on short-term investments were included in finance income in the Statement of Operations.
Other Operating Expenses Our other operating expenses primarily consist of hosting expenses, audit and advisory fees, software license fees, rent and other office expenses, and travel expenses. We expect our other operating expenses to increase in absolute amounts in the foreseeable future due to the anticipated growth of our business, while continuing to decline as a percentage of revenue.
Other Operating Expenses Other operating expenses consist primarily of hosting costs, audit and advisory fees, software license fees, office-related expenses, and travel. We expect these expenses to increase in absolute terms while declining as a percentage of revenue.
Our net foreign exchange gain or loss, which is included in the subtotal of net finance income (expense) in our Statement of Operations, is the net gain or loss arising from settlement or translation of monetary items denominated in currencies other than the functional currency, including on intercompany balances within the Opera group.
Net foreign exchange gain or loss, included in net finance income (expense), reflects gains or losses arising from the settlement and remeasurement of monetary items denominated in currencies other than the functional currency of each subsidiary, including intercompany balances.
Our credit loss recovery was $0.8 million in 2024, due to reversals of previous provisions for credit losses on receivables due from certain specific customers in emerging markets as the receivables were ultimately settled. See Note 12 to our consolidated financial statements included elsewhere in this annual report for more information about our credit loss allowance.
Our credit loss recovery was $0.7 million in 2025, due to reversals of previous provisions for credit losses on receivables due from certain specific customers in emerging markets as the receivables were ultimately settled, similar to gains realized in 2024.
The table below shows the amount of technology and platform fees (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Technology and platform fees $ (4,104 ) $ (3,145 ) $ (10,010 ) (23 )% 218 % Technology and platform fees increased $6.9 million, or 218%, from 2023 to 2024, primarily driven by increased spending on performance marketing technologies and solutions used in our advertising business. 45 Table of Contents Content Cost Content cost includes payments to content creators on our platforms such as Opera News Hub, and payments to publishers and monetization partners.
The table below presents technology and platform fees (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Technology and platform fees $ (3,145 ) $ (10,010 ) $ (9,312 ) 218 % (7 )% Technology and platform fees decreased $0.7 million, or 7%, from 2024 to 2025, primarily driven by decreased spending on performance marketing technologies and solutions used in our advertising business.
Our unrecorded share of nHorizon Innovation’s net loss in 2024 was also immaterial. See Note 11 to our consolidated financial statements included elsewhere in this annual report for more information.
In 2025, our share of the MiniPay fund’s net income was $0.3 million, reflecting unrealized gains recognized by the fund on its investments. Our unrecorded share of nHorizon Innovation’s net loss in 2025 was immaterial. See Note 11 to our consolidated financial statements included elsewhere in this annual report for more information.
Impairment losses arise when the recoverable amount of the individual asset or the cash-generating unit to which it belongs is less than the carrying amount of the asset or group of assets.
Impairment of Non-financial Assets Impairment of non-financial assets consists of impairment losses recognized on property, equipment, and intangible assets when the recoverable amount of the individual asset or the cash-generating unit to which it belongs is below its carrying amount.
See “Item 4. Information on the Company—B. Business Overview” for a more detailed description of our business, product and service offerings.
As a result, we operate and report as a single operating segment. For a more detailed description of our business and products, see “Item 4. Information on the Company—B.
Free Cash Flow From Operations In addition to net cash flow from operating activities and other cash flow measures presented in accordance with IFRS Accounting Standards, we use free cash flow from operations to evaluate our performance.
In total, cash used in financing activities was $34.4 million higher in 2025 compared to 2024. Free Cash Flow From Operations In addition to net cash flow from operating activities presented in accordance with IFRS Accounting Standards, we use free cash flow from operations as a supplemental measure to evaluate our operating performance and cash generation.
In December, we announced that our Board of Directors had declared the next semi-annual cash dividend, also of $0.40 per share, which was paid to shareholders of record on January 6, 2025. • As of December 31, 2024, we had 599 full-time employees, an increase of 1% year-over-year.
In January 2026, we paid an additional cash dividend of $0.40 per share under the program to shareholders of record as of January 7, 2026. • As of December 31, 2025, we had 605 full-time employees, an increase of 1% year-over-year.
We do not have any obligation to settle the awards Kunlun has granted to our employees but they are accounted for as equity-settled share-based payments in our consolidated financial statements, similar to equity awards granted under our own share incentive plan.
Awards granted by Kunlun are accounted for as equity-settled share-based payments in our consolidated financial statements. We have no obligation to settle awards granted by Kunlun and these awards do not lead to dilution of our shareholders.
Personnel expenses are net of capitalized development costs. We expect our personnel expenses excluding share-based compensation to increase relatively steadily over time in absolute amounts due to the anticipated growth of business and expansion of our global operations, as well as periodic salary adjustments, while we expect it to decline as a percentage of revenue.
We expect cash-based compensation expenses to increase in absolute terms over time, primarily reflecting business growth, expansion of our global operations, and periodic salary adjustments, while declining as a percentage of revenue.
The table below shows the amount of content cost (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Content cost $ (3,834 ) $ (4,297 ) $ (3,891 ) 12 % (9 )% Content cost was relatively stable from 2023 to 2024, decreasing by $0.4 million, or 9%, to $3.9 million.
The table below presents content cost (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Content cost $ (4,297 ) $ (3,891 ) $ (6,066 ) (9 )% 56 % Content cost increased by $2.2 million, or 56%, to $6.1 million from 2024 to 2025, mostly related to Opera News.
Other Information • We paid two cash dividends in 2024 under our recurring dividend program, each of $0.40 per share.
At year-end 2025, cash and cash equivalents totaled $155.5 million. 32 Table of Contents Other Information • In 2025, we paid two cash dividends of $0.40 per share under our recurring dividend program.
We expect our marketing and distribution expenses to increase relative to 2024 as measured in absolute terms, while decreasing as a percentage of revenue.
Marketing and Distribution Expenses Marketing and distribution expenses consist primarily of performance-based marketing campaigns for our browsers and news platform. We expect these expenses to increase in absolute terms while declining as a percentage of revenue.
The table below shows the amounts of finance income, finance expense and foreign exchange gain (loss) (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Finance income $ 21,454 $ 8,876 $ 3,577 (59 )% (60 )% Finance expense (39,729 ) (644 ) (586 ) (98 )% (9 )% Foreign exchange gain (loss) (1,157 ) (963 ) (1,839 ) (17 )% 91 % Net finance income (expense) $ (19,432 ) $ 7,269 $ 1,152 NM (84 )% _______________ NM - not meaningful.
The table below presents finance income, finance expense and foreign exchange gain (loss) (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Finance income $ 8,876 $ 3,577 $ 3,294 (60 )% (8 )% Finance expense (644 ) (586 ) (610 ) (9 )% 4 % Foreign exchange gain (loss) (963 ) (1,839 ) (4,108 ) 91 % 123 % Net finance income (expense) $ 7,269 $ 1,152 $ (1,424 ) (84 )% (224 )% 41 Table of Contents In 2025, net finance expense amounted to $1.4 million while in 2024 finance items netted to an income of $1.2 million.
C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Technology.” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.
In March 2026, as part of a broader amendment to this partnership agreement, our ongoing purchase obligation was removed. C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Technology.” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.
The venture fund operated by Verda Ventures was formed in the second half of 2024 with the purpose of making investments in companies operating in the stablecoin ecosystem around our MiniPay platform. Our share of Verda Venture’s net income or loss will depend on the performance of the investments the fund makes.
The MiniPay fund was formed in the second half of 2024 to invest in companies operating in the stablecoin ecosystem related to our MiniPay platform, and our share of net income or loss reflects the performance of the underlying investments.
Depreciation and Amortization Depreciation expenses primarily relate to our servers and other equipment, and office properties we lease, whereas amortization expenses primarily relate to technology assets, including such assets recognized from our internal development projects, as well as customer relationship assets recognized as part of the 2016 acquisition of Opera Norway AS.
Depreciation and Amortization Depreciation expenses primarily relate to servers, other equipment, and leased office premises, while amortization expenses primarily relate to technology-related assets, including internally developed assets and customer relationship assets recognized in connection with our 2016 acquisition of Opera Norway AS.
As shown in the chart below, this shift of 41 Table of Contents focus to Western markets resulted in improved monetization on a per-user basis, demonstrated by our metric of annualized ARPU increasing by 37% from the fourth quarter of 2023 to the same quarter in 2024, driven by the strong growth in advertising and search revenues over the period. _______________ (1) Total advertising and search revenue in the quarter ended on the date indicated, divided by the quarter’s average MAUs, and multiplied by four to annualize.
While total MAUs declined modestly in 2025 as we prioritized user quality, engagement and monetization in higher-monetization Western markets over absolute user growth, our strategy and focus resulted in annualized ARPU increasing by 26% from the fourth quarter of 2024 to the same quarter in 2025, driven by growth in both advertising and query revenue. 33 Table of Contents _______________ (1) Calculated as advertising and query revenue for the quarter ended on the indicated date, divided by average MAUs for that quarter, and annualized (multiplied by four).
Technology and Platform Fees Technology and platform fees primarily comprise of (i) costs of platforms and collection services used to facilitate subscription services where we are the principal in the transaction, and (ii) transaction and communication platform expenses.
Technology and Platform Fees Technology and platform fees primarily consist of platform and collection service costs incurred to support subscription services for which we act as the principal, and transaction and communication platform expenses.
The impairment charge in 2024 was related to a technology asset for which we determined that the carrying amount was not recoverable. See Note 10 to our consolidated financial statements included elsewhere in this annual report for more information.
The impairment charge in 2025 was mostly related to a decline in market values of certain crypto assets we hold in connection with our MiniPay partnerships. See Note 10 to our consolidated financial statements included elsewhere in this annual report for more information.
E. Critical Accounting Estimates Note 2 to our consolidated financial statements included elsewhere in this annual report provides an overview of our critical accounting estimates.
E. Critical Accounting Estimates Note 2 to our consolidated financial statements included elsewhere in this annual report provides an overview of our significant accounting judgments and sources of estimation uncertainty. For the purposes of this operating and financial review, we have identified the fair value measurement of our investment in OPay as our sole critical accounting estimate.
Cash Used in Financing Activities Cash used in financing activities during 2024 mostly consisted of dividend payments totaling $37.4 million and to a lesser extent payments of lease liabilities of $4.2 million. In 2023, cash dividend payments were lower at $23.1 million, though in addition we spent $32.7 million on capital returns in the form of share repurchases.
Cash Used in Financing Activities Cash used in financing activities during 2025 mostly consisted of dividend payments totaling $71.2 million and to a lesser extent payments of lease liabilities of $4.8 million.
The table below shows the amount of revenue from each category (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Advertising $ 187,434 $ 230,980 $ 293,448 23 % 27 % Search 140,162 162,168 186,273 16 % 15 % Technology licensing and other revenue 3,441 3,679 927 7 % (75 )% Total revenue $ 331,037 $ 396,827 $ 480,648 20 % 21 % Advertising revenue increased $62.5 million, or 27%, from 2023 to 2024.
The table below presents revenue from each category (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Advertising $ 230,980 $ 290,723 $ 396,040 26 % 36 % Query 162,168 188,997 216,832 17 % 15 % Other revenue 3,679 927 1,953 (75 )% 111 % Total revenue $ 396,827 $ 480,648 $ 614,825 21 % 28 % Advertising revenue increased $105.3 million, or 36%, from 2024 to 2025.
The table below shows the amount of personnel expenses, including share-based compensation (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Personnel expenses excluding share-based compensation $ (65,284 ) $ (65,801 ) $ (69,940 ) 1 % 6 % Share-based compensation expense for Opera-granted awards (7,439 ) (10,500 ) (6,846 ) 41 % (35 )% Share-based compensation expense for parent-granted awards (1,865 ) (6,450 ) (2,872 ) 246 % (55 )% Total personnel expenses, including share-based compensation $ (74,588 ) $ (82,750 ) $ (79,658 ) 11 % (4 )% Our personnel expenses including share-based compensation decreased $3.1 million, or 4%, from 2023 to 2024.
The table below presents share-based compensation expenses (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Share-based compensation expense for Opera-granted awards $ (10,500 ) $ (6,846 ) $ (28,476 ) (35 )% 316 % Share-based compensation expense for parent-granted awards $ (6,450 ) $ (2,872 ) $ (2,797 ) (55 )% (3 )% Total share-based compensation expenses $ (16,950 ) $ (9,718 ) $ (31,273 ) (43 )% 222 % Share-based compensation expenses increased $21.6 million, or 222%, from 2024 to 2025, primarily due to the grant of approximately 1.9 million share-equivalent RSUs in early 2025.
The table below shows the amount of other operating income (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Other operating income $ 469 $ 666 $ 2,367 42 % 255 % Other operating income increased $1.7 million, or 255%, from 2023 to 2024, primarily due to net gains on disposals of crypto assets.
The table below presents other operating income (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Other operating income $ 666 $ 2,367 $ (378 ) 255 % NM _______________ NM - not meaningful.
The fair value gain in 2024 was primarily the result of reversing a specific discount to the fair value measurement. See Note 11 to our consolidated financial statements included elsewhere in this annual report for more details.
The fair value gain in 2025 reflected the underlying growth and financial performance of OPay, captured as changes in the probability-weighted expected return model used to estimate fair value. See Note 11 to our consolidated financial statements included elsewhere in this annual report for more details.
Share-based compensation expense is expected to remain volatile as it depends on (i) the estimated fair value of equity awards at the grant dates, which amongst other factors is impacted by our share price at the time, (ii) the number of equity instruments, and (iii) the duration of vesting periods.
Share-based compensation expense may be volatile, as it is affected by the fair value of equity awards at grant, the number of awards granted, and the length of vesting periods.
The table below shows the amount of depreciation and amortization (in thousands, except for percentages): Year Ended December 31, % Change 2022 2023 2024 2023 vs. 2022 2024 vs. 2023 Depreciation and amortization $ (13,939 ) $ (13,165 ) $ (15,582 ) (6 )% 18 % Depreciation and amortization increased $2.4 million, or 18%, from 2023 to 2024, primarily because of the AI data cluster we acquired early in 2024 for $19.1 million, which is depreciated over six years, or $3.2 million per year.
The table below presents depreciation and amortization (in thousands, except for percentages): Year Ended December 31, % Change 2023 2024 2025 2024 vs. 2023 2025 vs. 2024 Depreciation and amortization $ (13,165 ) $ (15,582 ) $ (18,861 ) 18 % 21 % Depreciation and amortization increased $3.3 million, or 21%, from 2024 to 2025, primarily due to higher depreciation of servers and related infrastructure supporting our AI initiatives, as well as increased amortization of internally developed technology assets.
In addition to our historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report.
Our actual results may differ materially from those expressed or implied by these forward-looking statements due to various factors, including those described under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. This section discusses our results of operations and financial condition for the year ended December 31, 2025, compared to the year ended December 31, 2024.
See Note 4 to our consolidated financial statements included elsewhere in this annual report for additional details of our personnel expenses. Marketing and Distribution Expenses Marketing and distribution expenses primarily consist of performance-based campaigns for our browsers and news platform.
See Note 4 to our consolidated financial statements included elsewhere in this annual report for additional details of our personnel expenses. Share-Based Compensation Expenses Share-based compensation expenses include costs related to restricted share units and options granted under our share incentive plan, related social security contributions, and options granted by Kunlun to our employees.
For Opera News, marketing and distribution expenses declined $7.1 million, or 34%, from 2023 to 2024. Credit Loss Expense Our credit loss expense reflects write-offs of receivables for which we have no reasonable expectation of recovery and the net change in provisions for expected credit losses on outstanding balances.
As a result, expenses related to our browsers increased by $18.6 million, or 16%, to $136.1 million in 2025, with the remaining spend relating to MiniPay and Opera News. 39 Table of Contents Credit Loss Expense Credit loss expense consists of write-offs of receivables for which there is no reasonable expectation of recovery and changes in provisions for expected credit losses on outstanding balances.
Our credit losses are affected by our ability to collect the contractual cash flows due and the credit risk of our customers, including general market conditions affecting our trade partners.
Provisions are determined based on specific invoice-level credit risk where identifiable, and otherwise using a provision matrix based on historical loss experience adjusted for forward-looking information. Credit losses are affected by our ability to collect contractual cash flows and the credit risk of our customers, including general market conditions.

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

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Biggest changeSubject to any separate requirement for audit committee approval under applicable law or the Nasdaq Stock Market Rules and disqualification by the chairman of the relevant board meeting, a director may vote in respect of any contract, proposed contract, arrangement or transaction notwithstanding that he may be interested therein and if he does so his vote is counted and he is counted in the quorum at any meeting of the directors at which any such contract, proposed contract, arrangement or transaction is considered, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him at or prior to its consideration and any vote in that matter.
Biggest changeProvided that the interest is properly disclosed, and subject to any specific audit committee approval requirements under Nasdaq rules or disqualification by the chairman of the meeting, an interested director may be counted in the quorum and vote on resolutions concerning the matter.
Mr. Zhou is the controlling shareholder of Kunlun Tech Co., Ltd. (300418:CH), a global internet company listed on the Shenzhen Stock Exchange, and had served as a director from April 2020 to May 2021, the chairman of the board from March 2011 to April 2020, and an executive director and general manager from March 2008 to March 2011 in Kunlun.
Zhou is the controlling shareholder of Kunlun Tech Co., Ltd. (300418:CH), a global internet company listed on the Shenzhen Stock Exchange, and had served as a director from April 2020 to May 2021, the chairman of the board from March 2011 to April 2020, and an executive director and general manager from March 2008 to March 2011 in Kunlun.
Knudsen received his sivilingeniør (equivalent of a Master of Science degree) in structural engineering from the Norwegian University of Science and Technology in 1987 and a master’s degree in business administration from Harvard University in 1992. James Liu has served as our independent director since July 2019. Mr.
Knudsen received his sivilingeniør (equivalent of a Master of Science degree) in structural engineering from the Norwegian University of Science and Technology in 1987 and a master’s degree in business administration from Harvard University in 1992. James Jian Liu has served as our independent director since July 2019. Mr.
Prior to becoming our chief financial officer, he has worked as the senior vice president responsible for strategic initiatives beginning in February 2015 and as the senior director for corporate development beginning in January 2013. Prior to joining our group, Mr.
Prior to becoming our chief financial officer, he worked as the senior vice president responsible for strategic initiatives beginning in February 2015 and as the senior director for corporate development beginning in January 2013. Prior to joining our group, Mr.
Qian has taken a leading role in managing Kunlun’s investment in Opera and has worked with our other board members and the Opera management team since 2016. Ms. Qian obtained a bachelor’s degree in Japanese from Zhejiang University in 2010.
Qian has taken a leading role in managing Kunlun’s investment in Opera and has worked with our other board members and the Opera management team since 2016. Ms. Qian obtained a bachelor’s degree in Japanese from Zhejiang University of Technology in 2010.
Liu had over 20 years of experience with China’s high growth internet and technologies companies. Mr. Liu served as an executive director since January 2008 and chief operating officer from 2006 to 2004 of Moatable, Inc. (formerly RenRen Inc.), a NYSE-listed company.
Liu had over 20 years of experience with China’s high growth internet and technologies companies. Mr. Liu served as an executive director from January 2008 and chief operating officer from 2006 to 2024 of Moatable, Inc. (formerly RenRen Inc.), a NYSE-listed company.
Prior to that, he served as general manager of Beijing JiNaiTe Internet Technology Co., Ltd. from March 2007 to March 2008. From November 2005 to March 2007, Mr. Zhou was an executive officer in charge of new business development at RenRen Inc. (which renamed to Moatable, Inc. in June 2023), a NYSE-listed company. From September 2000 to January 2004, Mr.
Prior to that, he served as general manager of Beijing JiNaiTe Internet Technology Co., Ltd. from March 2007 to March 2008. From November 2005 to March 2007, Mr. Zhou was an executive officer in charge of new business development at RenRen Inc. (which was renamed to Moatable, Inc. in June 2023), a NYSE-listed company.
Name Type of Awards Granted Ordinary Shares Underlying Outstanding Awards Granted Price ($/Share) Year of Grant (1) Year of Expiration James Yahui Zhou — — — — — Lin Song * * * 2023, 2025 2025, 2027 Xiaoling Qian — — — — — Tian Jin — — — — — Lori Wheeler Næss — — — — — Trond Riiber Knudsen — — — — — James Liu — — — — — Frode Jacobsen * * * 2021, 2025 2025, 2027 _______________ * The outstanding awards held by each of these directors and executive officers represent less than 1% of our total outstanding shares.
Name Type of Awards Granted Ordinary Shares Underlying Outstanding Awards Granted Price ($/Share) Year of Grant (1) Year of Expiration James Yahui Zhou — — — — — Lin Song * * * 2025, 2026 2027, 2029 Xiaoling Qian — — — — — Tian Jin — — — — — Lori Wheeler Næss * * * 2026 2028 Trond Riiber Knudsen * * * 2026 2028 James Jian Liu * * * 2026 2028 Frode Jacobsen * * * 2025, 2026 2027, 2029 _______________ * The outstanding awards held by each of these directors and executive officers represent less than 1% of our total outstanding shares.
The following table sets forth the number of employees in each functional area as of the date indicated.
The table below sets forth the number of employees in each functional area as of the date indicated.
GAAP and SEC Reporting at PricewaterhouseCoopers and its predecessor Coopers & Lybrand at various offices in the United States, Norway and Germany from September 1994 to January 2011. Ms.
GAAP and SEC Reporting at PricewaterhouseCoopers and its predecessor Coopers & Lybrand at various offices in the United States, Norway and 47 Table of Contents Germany from September 1994 to January 2011. Ms.
Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose.
Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including duties to act honestly, in good faith and in what they consider to be in our best interests, and to exercise their powers for a proper purpose. Directors also owe a duty to exercise reasonable skill, care and diligence in performance of their duties.
A copy of the Clawback Policy was filed as Exhibit 97.1 to our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 24, 2024. C. Board Practices Our Board of Directors consists of seven directors.
A copy of the Clawback Policy was filed as Exhibit 97.1 to our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 24, 2024. C. Board Practices Our Board of Directors consists of seven members. Directors are not required to hold shares in the company to qualify for service.
For additional details, including share-based compensation, see Note 4 to our consolidated financial statements included elsewhere in this annual report. We have not set aside or accrued any amount to provide pension, retirement or other similar 55 Table of Contents benefits to our executive officers and directors.
For additional details, including the amounts of share-based compensation, see Note 4 to our consolidated financial statements included elsewhere in this annual report. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. None of our directors has a service contract providing for termination or severance benefits.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of the date of this annual report for: • each of our directors and executive officers; and • each person known to us to beneficially own more than 5% of our ordinary shares.
Share Ownership The following table sets forth beneficial ownership of our ordinary shares as of the date of this annual report by each of our directors and executive officers and by each person we know to own more than 5% of our outstanding shares.
Employees We had 606, 592 and 599 full-time employees as of December 31, 2022, 2023 and 2024, respectively, mainly based in Norway, Poland, China, Sweden and the United Kingdom. As of December 31, 2024, 73% of our full-time employees served research and development roles.
Employees As of December 31, 2023, 2024 and 2025, we had 592, 599 and 605 full-time employees, respectively, primarily located in Norway, Poland, China, Sweden and the United Kingdom. As of December 31, 2025, approximately 73% of our full-time employees were engaged in research and development roles.
Directors and Executive Officers Age Position/Title James Yahui Zhou 48 Chairman of the Board and Chief Executive Officer Lin Song 44 Director and Co-Chief Executive Officer Xiaoling Qian 36 Director Tian Jin 45 Director Lori Wheeler Næss 54 Independent Director Trond Riiber Knudsen 61 Independent Director James Liu 52 Independent Director Frode Jacobsen 42 Chief Financial Officer James Yahui Zhou has served as our chairman and chief executive officer since July 2016.
Directors and Executive Officers Age Position/Title James Yahui Zhou 49 Executive Chairman of the Board Lin Song 45 Director and Chief Executive Officer Xiaoling Qian 37 Director Tian Jin 46 Director Lori Wheeler Næss 55 Independent Director Trond Riiber Knudsen 61 Independent Director James Jian Liu 53 Independent Director Frode Jacobsen 43 Chief Financial Officer James Yahui Zhou has served as the chairman of our Board of Directors since July 2016 and was appointed executive chairman in October 2025.
(1) Excluding dividend adjustment grant dates (issued at every dividend date to ensure that original grants maintain their value). Kunlun’s Share Incentive Plan Kunlun, our parent company, has enrolled certain of our employees in its share incentive plan under which these employees have received options issued by Kunlun as a compensation for services provided to us.
(1) Excluding dividend adjustment grant dates (issued at every dividend date to ensure that original grants maintain their value). Kunlun’s Share Incentive Plan Certain of our employees participate in a share incentive plan maintained by Kunlun, our parent company, under which they receive equity awards issued by Kunlun in respect of services provided to us.
Our Board of Directors has also determined that Ms. Næss qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of the Nasdaq Stock Market Rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Næss qualifies as an “audit committee financial expert” within the meaning of the applicable SEC rules and possesses financial sophistication within the meaning of the Nasdaq Stock Market Rules. The audit committee assists the Board of Directors in overseeing our accounting and financial reporting processes, internal control over financial reporting and the audits of our financial statements.
Song obtained a bachelor’s degree in information systems from the University of International Business and Economics in 2004. 54 Table of Contents Xiaoling Qian has been a member of our Board of Directors since June 2021. Ms. Qian is an executive of Kunlun Tech. Co., Ltd. (300418:CH), a global internet company listed on the Shenzhen Stock Exchange. Ms.
Xiaoling Qian has been a member of our Board of Directors since June 2021. Ms. Qian is an executive of Kunlun Tech. Co., Ltd. (300418:CH), a global internet company listed on the Shenzhen Stock Exchange. Ms.
These shares, however, are not included in the computation of the percentage ownership of any other person. 60 Table of Contents Ordinary Shares Beneficially Owned Percentage of Total Voting Power held (%) (1) Directors and Executive Officers: (2) James Yahui Zhou (3) 61,567,443 68.8% Lin Song * * Xiaoling Qian — — Tian Jin — — Lori Wheeler Næss * * Trond Riiber Knudsen * * James Liu — — Frode Jacobsen * * Principal Shareholder: Hong Kong Kunlun Tech Holding Limited (4) 61,567,443 68.8% _______________ * Less than 1% of our total outstanding shares.
Such shares are included in the beneficial ownership of the applicable person but are not included in the beneficial ownership of any other person. 51 Table of Contents Ordinary Shares Beneficially Owned Percentage of Total Voting Power held (%) (1) Directors and Executive Officers: James Yahui Zhou (2) 61,081,569 68.0% Lin Song (3) 190,846 0.2% Xiaoling Qian — — Tian Jin — — Lori Wheeler Næss (3) 830 — Trond Riiber Knudsen (3) 1,250 — James Jian Liu — — Frode Jacobsen (3) 113,325 0.1% Principal Shareholder: Hong Kong Kunlun Tech Holding Limited (4) 61,081,569 68.0% _______________ (1) Based on 89,880,513 ordinary shares outstanding as of the date of this annual report.
We have entered into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer. D.
We have entered into indemnification agreements with each of our directors and executive officers to provide protection against certain liabilities and expenses incurred in connection with legal claims made by reason of their service to the company. D.
(1) For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after the date of this annual report, by the sum of (i) 89,500,854, which is the total number of ordinary shares outstanding as of the date of this annual report, and (ii) the number of ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after the date of this annual report.
For each person or group, the percentage is calculated by dividing (i) the number of shares beneficially owned by such person or group (including shares they have the right to acquire within 60 days) by (ii) the sum of our total outstanding shares plus the shares that only such person or group has the right to acquire within 60 days.
Zhou was general manager of Beijing Huoshen Technology Co., Ltd. Mr. Zhou received his bachelor’s degree in mechanical engineering and his master’s degree in optical engineering from Tsinghua University in 1999 and 2006, respectively . Lin Song has served as our co-chief executive officer since August 2020 and as a member of our Board of Directors since October 2022.
From September 2000 to January 2004, Mr. Zhou was general manager of Beijing Huoshen Technology Co., Ltd. Mr. Zhou received his bachelor’s degree in mechanical engineering and his master’s degree in optical engineering from Tsinghua University in 1999 and 2006, respectively .
We do not have any obligation to settle the awards granted by Kunlun but grants from Kunlun to our employees are accounted for as equity-settled share-based payments in our consolidated financial statements, similar to those grants awarded under our own share incentive plan.
We have no obligation to settle these awards. Grants made by Kunlun to our employees are accounted for as equity-settled share-based payments in our consolidated financial statements, consistent with the accounting treatment of awards granted under our own share incentive plan. For additional information, see Note 4 to our consolidated financial statements included elsewhere in this annual report.
Compensation Compensation of Directors and Executive Officers In 2022, 2023 and 2024, we paid an aggregate of $2.4 million, $2.6 million and $2.2 million, respectively, in cash and benefits to our directors and executive officers. Such amounts do not include the share-based compensation we paid to our directors and executive officers.
Compensation Compensation of Directors and Executive Officers For the fiscal years ended December 31, 2023, 2024 and 2025, we paid aggregate cash compensation and benefits of approximately $2.6 million, $2.2 million and $3.9 million, respectively, to our directors and executive officers. These amounts exclude share-based compensation.
In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of the date of this annual report, including through the exercise of any option, warrant, or other right or the conversion of any other security.
It also includes shares that a person has the right to acquire within 60 days of the date of this annual report, including through the exercise of options or other rights or the conversion of securities.
Our Board of Directors may exercise all of the powers of our company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock or other securities whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third party.
The Board of Directors may exercise all powers of the company to borrow money and to mortgage or charge its undertaking, property, and uncalled capital.
Later on, he served as general manager of Opera’s subsidiary in China and assisted in the establishment of Opera’s R&D center in Beijing. Mr. Song also served as a director of Otello Corporation ASA (OSE: OTEC), a Norwegian internet company, from June 2020 until January 2025. Mr.
Song also served as a director of Otello Corporation ASA (OSE: OTEC), a Norwegian internet company, from June 2020 until January 2025, rejoining the Otello board in June 2025. Mr. Song obtained a bachelor’s degree in information systems from the University of International Business and Economics in 2004.
As a controlled company and foreign private issuer, we have elected to not have our compensation committee consist of entirely independent directors. Our compensation committee assists the Board of Directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Liu both satisfy the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. As a controlled company and foreign private issuer, we have elected to rely on exemptions that allow our compensation committee to include non-independent directors. The compensation committee assists the Board of Directors in overseeing and approving the compensation of our directors and executive officers.
Zhou is the controlling shareholder. (4) Represents 54,833,333 ordinary shares and 6,734,110 ADSs held by Hong Kong Kunlun Tech Holding Limited, a limited liability company incorporated in Hong Kong. As of the date of this annual report, Mr.
(2) Represents 54,347,459 ordinary shares and 6,734,110 ADSs held by Hong Kong Kunlun Tech Holding Limited, a Hong Kong limited liability company, which is a subsidiary of Kunlun, a company incorporated in the PRC. Mr. Zhou holds 11.6% of Kunlun directly and 15.1% indirectly through Beijing Yingrui Century Software R&D Center L.P.
Term of the Options. The term of any Option granted under the Plan cannot exceed ten years from its effective date. 56 Table of Contents The table below sets forth certain information as of the date of this annual report, concerning the outstanding Awards we have granted to our directors and executive officers individually.
As of December 31, 2025, such dividend-related adjustments had resulted in an aggregate increase equivalent to 449,502 RSUs, net of forfeitures. The table below sets forth certain information as of the date of this annual report, concerning the outstanding Awards we have granted to our directors and executive officers individually.
We adopted the 2017 Restricted Share Unit Plan on April 7, 2017 and later adopted an Amended and Restated Share Incentive Plan on January 10, 2019, or the Plan, to promote the success of our business and the interests of our employees and shareholders by providing long term incentives in the form of Restricted Share Units, or RSUs, or Options, together with the RSUs, collectively the Awards, to attract, motivate, retain and reward our officers, employees, directors and other eligible persons and to link their interests with those of our shareholders.
Share Incentive Plan We maintain a share incentive plan (as most recently amended and restated on December 10, 2025, the “Plan”) to attract, motivate, retain and reward officers, employees, directors and other eligible persons, and to align their interests with those of our shareholders.
Subject to local labor regulations, we may terminate the employment for cause, at any time and without remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense other than one which in the opinion of the board does not affect the executive’s position, willful, disobedience of a lawful and reasonable order, misconduct being inconsistent with the due and faithful discharge of the executive officer’s material duties, fraud or dishonesty, or 59 Table of Contents habitual neglect of his or her duties.
Subject to applicable local labor laws, we may terminate an executive officer’s employment at any time for cause without remuneration. For purposes of these agreements, cause generally includes serious or persistent breach of employment terms, conviction of a criminal offense that adversely impacts the executive’s position, willful disobedience, fraud, or habitual neglect of material duties.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Lori Wheeler Næss, Trond Riiber Knudsen and James Liu, and is chaired by Ms. Næss. Each of them satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and meet the independence standards under Rule 10A-3 under the Exchange Act.
Each member satisfies the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. Our Board of Directors has determined that Ms.
As of December 31, 2024 Area R&D Other Total Browser and News 357 48 405 AdTech 38 10 48 Sales and Commercial 13 18 31 Hosting and Infrastructure 14 — 14 Group functions 13 88 101 Total 435 164 599 Additionally, as of December 31, 2024, we had engaged 81 contractors and we had 54 temporary employees to fill open positions for general and administrative, R&D, marketing and sales functions.
As of December 31, 2025 Area R&D Other Total Browser and News 364 47 411 AdTech 43 10 53 Sales and Commercial 12 17 29 Hosting and Infrastructure 13 — 13 Group functions 12 87 99 Total 444 161 605 In addition, as of December 31, 2025, we engaged 98 contractors and employed 60 temporary employees, primarily to support general and administrative, R&D, marketing and sales functions.
He has worked for our group beginning in 2002 in Oslo, Norway and served as our chief operating officer from March 2017 to August 2020. Mr.
Lin Song has served as our chief executive officer since October 2025 and as a member of our Board of Directors since October 2022. He previously served as our co-chief executive officer from August 2020 until October 2025 and as our chief operating officer from March 2017 to August 2020. Mr.
Song has an engineering background and has served in various roles inside our group, including project manager of one of our group’s earliest initiatives to enable full web browsing on mobile devices and as director of engineering delivery.
Song joined our group in 2002 in Oslo, Norway, and has held various leadership roles, including project manager for our early mobile web browsing initiatives and director of engineering delivery. Later on, he served as general manager of Opera’s subsidiary in China and assisted in the establishment of Opera’s R&D center in Beijing. Mr.
We believe we offer our employees competitive compensation packages and a discrimination-free, collegial and creative working environment. As a result, we have generally been able to attract and retain qualified employees and have had limited attrition at senior leadership levels. We generally enter into standard confidentiality and employment agreements with our management and other employees.
We aim to provide a collegial, creative, and inclusive working environment supported by competitive compensation packages. We have historically maintained low attrition rates among our senior leadership and have generally been successful in attracting qualified personnel. Our management and staff typically enter into standard employment agreements that include confidentiality obligations and non-solicitation covenants.
The functions and powers of our Board of Directors include, among others: • convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; • declaring dividends and distributions; • appointing officers and determining the term of office of officers; • exercising the borrowing powers of our company and mortgaging the property of our company; and • approving the transfer of shares of our company, including the registering of such shares in our share register.
The principal functions and powers of our Board of Directors include, among others: • convening annual general meetings of shareholders and reporting to shareholders; • declaring dividends and other distributions; • appointing officers and determining their terms of office; • authorizing borrowings and granting security over our assets; and • approving the issuance and transfer of shares and maintaining the share register. 50 Table of Contents Terms of Directors and Executive Officers Each of our directors serves until a successor is duly elected or appointed, or until earlier resignation or removal in accordance with our memorandum and articles of association.
These contracts include a non-solicitation covenant and, to the extent permissible under local law, a non-compete covenant that prohibits the employee from competing with us, directly or indirectly, during his or her employment and for a defined period after the termination of his or her employment. E.
Where permitted under local law, these agreements also feature non-compete provisions that restrict employees from competing with us during their employment and for a specified period thereafter. E.
The compensation of our directors is determined by the Board of Directors. There is no mandatory retirement age for directors. Employment Agreements and Indemnification Agreements We have entered into employment agreements with our executive officers.
Our executive officers are appointed by, and serve at the discretion of, our Board of Directors. Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers for continuous or automatically renewing terms, which may be terminated by either party upon three to six months’ prior written notice.
Removed
We have no service contracts with any of our directors providing for benefits upon termination of employment. Share Incentive Plan We maintain a share incentive plan in order to attract, motivate, retain and reward talent, provide additional incentives to our officers, employees, directors and other eligible persons, and promote the success of our business and the interests of our shareholders.
Added
He previously served as our chief executive officer from July 2016 until October 2025. In his role as executive chairman, Mr. Zhou guides our strategic direction and oversees major strategic initiatives and investments. He also regularly reviews operating and financial performance and makes decisions regarding the allocation of resources across our business. Mr.
Removed
Under this Plan, up to a maximum of 10,000,000 ordinary shares are available for Awards (excluding dividend adjustments), corresponding to 10,000,000 ADSs after the completion of share consolidation in 2024. Vested RSUs (as reported) entitle the participant of the Plan to receive ADSs, subject to adjustments for dividend payments.
Added
The Plan provides for the grant of restricted share units (“RSUs”) and share options (together, the “Awards”). Each vested RSU entitles the holder to receive one ADS, subject to adjustments for dividends, while each vested option entitles the holder to purchase one ADS at an exercise price determined at grant and subject to adjustments for dividends.
Removed
Each vested option entitles the participant of the Plan to purchase an ADS at a defined price. As of December 31, 2024, RSU grants equivalent to 7,784,534 ADSs (excluding dividend adjustments) and Options to purchase 100,000 ADSs had been granted, net of forfeitures.
Added
The Plan is administered by our compensation committee or such officers as may be delegated authority by the compensation committee. Vesting conditions and other award terms are determined by the plan administrator and set forth in the applicable award agreements. Options granted under the Plan have a maximum term of ten years from the date of grant.
Removed
In February 2023, we completed the payment of a special dividend of $0.80 per ADS to all of our shareholders, and as a consequence of this special dividend, non-exercised RSU grants in Opera were adjusted with the dividend yield, resulting in an RSU increase equivalent to 218,020 ADSs. On June 13, 2023, we adopted a recurring semi-annual cash dividend program.
Added
Additional terms of the Plan are described in the Plan, which is included as Exhibit 4.1 to this annual report. A maximum of 13,000,000 ordinary shares (represented by an equivalent number of ADSs) are currently authorized for issuance under the Plan, excluding shares issuable pursuant to dividend adjustments.
Removed
Our first semi-annual dividend of $0.40 per ADS was paid in July 2023. Subsequently we have paid semi-annual cash dividends under the program, each of $0.40 per ADS, in January 2024, July 2024 and January 2025.
Added
Commencing on January 1, 2026, the Plan includes an “evergreen” provision that automatically increases the number of ADSs available for issuance by 1,000,000 on January 1 of each year, unless the Board approves a smaller increase. 48 Table of Contents As of December 31, 2025, we had granted 9,612,784 RSUs and 100,000 options since the Plan’s inception in 2017.
Removed
As a result of these semi-annual dividends, non-exercised RSU grants in Opera were adjusted with the dividend yields at the payment dates, resulting in an RSU increase equivalent to 405,071 ADSs in aggregate and net of forfeitures. The following paragraphs summarize the terms of the Plan: Plan administration.
Added
Both figures are presented net of forfeitures, and the RSU total excludes dividend adjustments. In accordance with the Plan, unexercised RSUs are adjusted in connection with dividends in order to preserve their economic value. Such adjustments are effected through the issuance of additional RSUs based on the dividend amount and the adjustment provisions of the Plan.
Removed
Our compensation committee or executive officers delegated by our compensation committee acts as the plan administrator. Type of Awards. The Plan permits the award of Options or grant of RSUs singly, in combination or in tandem. Award Agreement. Each Award is evidenced by an Award agreement between the Award recipient and our company. Eligibility.
Added
There are no service contracts between us and any of our directors providing for benefits upon termination of service. In accordance with our memorandum and articles of association, a director who has an interest in a contract or transaction must declare that interest at a meeting of the Board.
Removed
All of our staff members are eligible for the grant of Awards under the Plan at the discretion of the compensation committee. A grant of Awards to any member of the compensation committee requires Board approval. Vesting Schedule and Other Restrictions.
Added
A general notice to the Board identifying a director’s affiliation with a specific entity is considered a sufficient declaration of interest for transactions involving that entity.
Removed
The plan administrator has discretion in making adjustments in the individual vesting schedules and other restrictions applicable to the Awards granted under the Plan. The default vesting period is four years.
Added
This includes the authority to issue debentures or other securities as collateral for any debt, liability, or obligation of the company or any third party. 49 Table of Contents Committees of the Board of Directors We have an audit committee, a compensation committee and a corporate governance and nominating committee.
Removed
So long as James Yahui Zhou is a member of the Board, he has authority to cancel equity instruments for any participant of this Plan that are scheduled to vest in the current vesting period, based solely on his assessment that such participant’s professional performance has not been in line with the Company’s expectations.
Added
The Board of Directors has adopted a written charter for each committee. Each committee’s members and functions are described below. Audit Committee. Our audit committee is composed of Lori Wheeler Næss, Trond Riiber Knudsen and James Jian Liu, with Ms. Næss serving as chair.
Removed
The vesting period is set forth in each Award agreement. Exercise price. The plan administrator has discretion in determining the price of the Awards, subject to a number of limitations. The plan administrator has absolute discretion in making adjustments to the exercise price of Options. Payment.
Added
Its responsibilities include selecting and overseeing our independent registered public accounting firm, pre-approving audit and permitted non-audit services, reviewing and approving related-party transactions, discussing the audited financial statements with management and the independent auditor, reviewing audit issues and management’s responses, and overseeing the adequacy and effectiveness of our financial reporting processes and related internal controls.
Removed
The plan administrator determines the methods by which payments by any recipient of any Awards under the Plan are made. Transfer Restrictions. Except as permitted by the plan administrator, and subject to all the transfer restrictions under the applicable laws and regulations and restrictions set forth in the applicable award agreement, all Awards are not transferable or assignable.
Added
The audit committee also periodically reviews the adequacy of its charter and reports regularly to the Board of Directors. Compensation Committee. Our compensation committee is composed of Trond Riiber Knudsen, James Jian Liu and Xiaoling Qian, with Mr. Knudsen serving as chair. Mr. Knudsen and Mr.
Removed
For details of Kunlun’s share incentive plan, see Note 4 to our consolidated financial statements included elsewhere in this annual report.
Added
The committee reviews and approves, or recommends to the board for approval, the compensation of our chief executive officer and other executive officers, reviews and recommends director compensation, and oversees employee compensation plans and practices. Our chief executive officer may not be present in committee deliberations regarding his compensation.
Removed
A director is not required to hold any shares in our company to qualify to serve as a director. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his interest at a meeting of our directors.
Added
The committee may retain and receive advice from compensation consultants, legal counsel or other advisers, as appropriate, and periodically reviews the adequacy of its charter. Corporate Governance and Nominating Committee. Our corporate governance and nominating committee is composed of Lori Wheeler Næss, Trond Riiber Knudsen and James Jian Liu, with Mr. Liu serving as chair.
Removed
A general notice given to the directors by any director to the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm is deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and after such general notice it is not necessary to give special notice relating to any particular transaction.
Added
Each member of the committee satisfies the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The committee assists the Board of Directors in identifying and recommending qualified candidates for director nominees and committee appointments. In addition, the committee is responsible for annually reviewing the Board’s composition regarding independence, skills, experience and availability.
Removed
None of our directors has a service contract with us that provides for benefits upon termination of service. 57 Table of Contents Committees of the Board of Directors We have an audit committee, a compensation committee and a corporate governance and nominating committee under the Board of Directors. We have adopted a charter for each of the three committees.
Added
It periodically advises the Board on significant corporate governance developments and monitors compliance with our code of business conduct and ethics. The committee also assesses the adequacy of its own charter and recommends any necessary corrective actions or improvements to our overall governance framework to ensure compliance with applicable laws and regulations.
Removed
The audit committee is responsible for, among other things: • reviewing and approving all transactions with the Company’s related parties, as defined in Item 404 of Regulation S-K; • selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm; • reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and our independent registered public accounting firm; • periodically reviewing and reassessing the adequacy of our audit committee charter; • meeting periodically with the management and our independent registered public accounting firm; • reporting regularly to the Board of Directors; • reviewing the adequacy and effectiveness of our financial reporting processes and internal control over financial reporting, as well as reviewing our policies, procedures and any steps taken to monitor and control major financial risk exposure; and • such other matters that are specifically delegated to the audit committee by our Board of Directors from time to time.
Added
Directors are required to act in accordance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages for breaches of duties owed directors, and in limited circumstances, shareholders may be permitted to bring derivative actions on behalf of our company.
Removed
Compensation Committee. Our compensation committee consists of Trond Riiber Knudsen, James Liu and Xiaoling Qian, and is chaired by Mr. Knudsen. Mr. Knudsen and Mr. Liu both satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Added
There is no mandatory retirement age for directors. Directors may be appointed or removed by an ordinary resolution of shareholders. A simple majority of the Board may appoint any person as a director to fill a vacancy on the Board or as an addition to the existing Board. The compensation of our directors is determined by the Board of Directors.
Removed
Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated upon.
Added
Executive officers are not entitled to severance or further compensation if terminated for cause. Our executive officers are bound by confidentiality obligations regarding our trade secrets and proprietary information, which persist following the termination of their employment.
Removed
The compensation committee is responsible for, among other things: • reviewing and approving to the Board of Directors with respect to the total compensation package for our chief executive officer (if any); • reviewing and making recommendations to the Board of Directors with respect to the total compensation package for our other executive officers; • reviewing employee compensation plans and trends and recommending any proposed changes to our management; • reviewing and recommending to the Board of Directors with respect to the total compensation package of our directors; • at the committee's discretion, selecting and receiving advice from compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and • periodically reviewing and reassessing the adequacy of our compensation committee charter.

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Item 7. Management's Discussion & Analysis

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

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Biggest changeCompensation—Share Incentive Plan.” Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—C. Board Practice—Employment Agreements and Indemnification Agreements.” 61 Table of Contents C. Interest of Experts and Counsel Not applicable.
Biggest changeCompensation—Share Incentive Plan.” Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—C. Board Practice—Employment Agreements and Indemnification Agreements.” C. Interest of Experts and Counsel Not applicable. 52 Table of Contents
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions See Note 17 to our consolidated financial statements included elsewhere in this annual report for details of our transactions with related parties. Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions See Notes 17 and 18 to our consolidated financial statements included elsewhere in this annual report for details of our transactions with related parties. Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B.

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