Spotify 2026年年度报告和过渡报告

FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission 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)___________________________________________________________ Securities registered or to be registered, pursuant to Section12(b) of the Act Ordinary Shares (par value of €0.000625 per share)SPOTNew York Stock Exchange Securities registered or to be registered pursuant to Section12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report: 205,832,527 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 405 of the SecuritiesAct.Yes☒No☐ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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, a non-accelerated filer, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during 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 financial statements included in thisfiling: 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 which financial statement item theregistrant has elected to follow.Item17Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).Yes☐No☒ TABLE OF CONTENTS PageCertain Defined Terms1Note on Presentation1PART I2Forward-looking Statements3Item 1. Identity of Directors, Senior Management and Advisers4Item 2. Offer Statistics and Expected Timetable4Item 3. Key Information5Item 4. Information on the Company34Item 4A. Unresolved Staff Comments41Item 5. Operating and Financial Review and Prospects42Item 6. Directors, Senior Management and Employees58Item 7. Major Shareholders and Related Party Transactions78Item 8. Financial Informatio