Spotify Technology SA 2025年年度报告和过渡报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OFTHE SECURITIES EXCHANGE ACT OF 1934OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Commission File Number: 001-38438 Spotify Technology S.A.(Exact name of Registrant as specified in its charter)___________________________________________________________ Grand Duchy of Luxembourg(Jurisdiction of incorporation) 33 Boulevard Prince HenriL-1724 LuxembourgGrand Duchy of Luxembourg(Address of principal executive offices)___________________________________________________________ Christian LuigaChief Financial Officerir@spotify.comRegeringsgatan 19111 53 Stockholm, Sweden(Name, E-mail and Address of Company Contact Person)___________________________________________________________ €0.000625 per share) Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or commonstock as of the close of the period covered by the annual report: 203,844,409 Ordinary Shares, par value€0.000625 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.Yes☐No☐ If this report is an annual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive DataFile required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Emerging growthcompany If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) ofthe Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whetherthe financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financialstatements included in this filing: U.S. GAAP ¨International Financial Reporting Standards as issuedby the International Accounting Standards Board☐Other ¨ If “Other” has been checked in response to the previous question indicate by check mark whichfinancial statement item the registrant has elected to follow.Item 17 ¨Item 18 ¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).Yes☐No☐ Table of Contents TABLE OF CONTENTS PageCertain Defined Terms1Note on Presentation1Forward-looking Statements3PART I2Item 1. Identity of Directors, Senior Management and Advisers4Item 2. Offer Statistics and Expected Timetable4Item 3. Key Information4Item 4. Information on the Company32Item 4A. Unresolved Staff Comments39Item 5. Operating and Financial Review and Prospects39Item 6. Directors, Senior Management and Employees54Item 7. Major Shareholders and Related Party Transactions74Item 8. Financial Information75Item 9. The Offer and Listing76Item 10. Additional Information77Item 11. Quantitative and Qualitative Disclosur