Document

6-K 1 spot-20260331x6xk.htm 6-K Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2026

Commission File Number: 001-38438

Spotify Technology S.A.

(Translation of registrant’s name into English)


33 Boulevard Prince Henri
L-1724 Luxembourg
Grand Duchy of Luxembourg
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Spotify Technology S.A.

Interim condensed consolidated financial statements

For the three months ended March 31, 2026

Table of contents


						Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements						1
Interim condensed consolidated statement of operations						1
Interim condensed consolidated statement of comprehensive (loss)/income						2
Interim condensed consolidated statement of financial position						3
Interim condensed consolidated statement of changes in equity						4
Interim condensed consolidated statement of cash flows						5
Notes to the interim condensed consolidated financial statements						6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						22
Item 3. Quantitative and Qualitative Disclosures About Market Risk						34
PART II - OTHER INFORMATION
Item 1. Legal Proceedings						37
Item 1A. Risk Factors						37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						37
Item 3. Defaults Upon Senior Securities						37
Item 5. Other Information						37
Signatures						38

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Interim condensed consolidated statement of operations

(Unaudited)

(in € millions, except share and per share data)


		Three months ended March 31,
	Note	2026	2025
Revenue	20	4,533	4,190
Cost of revenue		3,038	2,864
Gross profit		1,495	1,326
Research and development		331	379
Sales and marketing		342	314
General and administrative		107	124
		780	817
Operating income		715	509
Finance income	4	248	71
Finance costs	4	(26)	(252)
Finance income/(costs) - net		222	(181)
Income before tax		937	328
Income tax expense	5	216	103
Net income attributable to owners of the parent		721	225

Earnings per share attributable to owners of the parent
Basic	6	3.50	1.10
Diluted	6	3.45	1.07
Weighted-average ordinary shares outstanding
Basic	6	205,716,853	204,467,927
Diluted	6	209,280,449	210,243,478

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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Interim condensed consolidated statement of comprehensive (loss)/income

(Unaudited)

(in € millions)


		Three months ended March 31,
	Note	2026	2025
Net income attributable to owners of the parent		721	225
Other comprehensive (loss)/income
Items that may be subsequently reclassified to interim condensed consolidated statement of operations (net of tax):
Net (losses)/gains on short term investments	13, 19	(1)	8
Net (losses)/gains on cash flow hedging instruments	13, 19	(4)	7
Change in foreign currency translation adjustment		35	(78)
Items not to be subsequently reclassified to interim condensed consolidated statement of operations (net of tax):
Net (losses)/gains in the fair value of long term investments held at period-end	13, 19	(786)	260

Other comprehensive (loss)/income for the period (net of tax)		(756)	197
Total comprehensive (loss)/income for the period attributable to owners of the parent		(35)	422

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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Interim condensed consolidated statement of financial position

(in € millions)


	Note	March 31, 2026	December 31, 2025
		(Unaudited)
Assets
Non-current assets
Lease right-of-use assets	7	227	234
Property and equipment	8	182	188
Goodwill	9	1,099	1,083
Intangible assets	9	41	41
Long term investments	19	1,194	2,181
Restricted cash and other non-current assets	10	59	61
Finance lease receivables	7	71	69
Deferred tax assets	5	596	662
		3,469	4,519
Current assets
Trade and other receivables	11	683	802
Income tax receivable	5	94	116
Short term investments	19	3,491	4,209
Cash and cash equivalents		5,255	5,258
Other current assets	12	136	111
		9,659	10,496
Total assets		13,128	15,015
Equity and liabilities
Equity
Share capital		—	—
Other paid in capital		6,560	6,496
Treasury shares	13	(1,007)	(701)
Other reserves	13	2,581	3,366
Accumulated deficit		(124)	(832)
Equity attributable to owners of the parent		8,010	8,329
Non-current liabilities

Lease liabilities	7	414	433
Accrued expenses and other liabilities	17	2	2
Provisions	18	3	3
Deferred tax liabilities	5	11	163
		430	601
Current liabilities
Trade and other payables	16	1,250	1,194
Income tax payable	5	150	72
Deferred revenue		750	711
Accrued expenses and other liabilities	17	2,471	2,589
Exchangeable Notes	15, 19	—	1,458
Provisions	18	49	51
Derivative liabilities	19	18	10
		4,688	6,085
Total liabilities		5,118	6,686
Total equity and liabilities		13,128	15,015

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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Interim condensed consolidated statement of changes in equity

(Unaudited)

(in € millions)


	Note	Share capital	Other paid in capital	Treasury shares	Other reserves	Accumulated deficit	Equity attributable to owners of the parent
Balance at January 1, 2026		—	6,496	(701)	3,366	(832)	8,329
Income for the period		—	—	—	—	721	721
Other comprehensive loss		—	—	—	(756)	—	(756)
Reclassification of net losses attributable to changes in the Group's credit risk upon derecognition of the Exchangeable Notes, net of tax	13	—	—	—	13	(13)	—


Repurchases of ordinary shares		—	—	(306)	—	—	(306)
Issuance of shares upon exercise of stock options, restricted stock units, and contingently issuable shares	13	—	64	—	—	—	64

Restricted stock units withheld for employee taxes		—	—	—	(46)	—	(46)
Share-based compensation	14	—	—	—	56	—	56
Income tax impact associated with share-based compensation	5	—	—	—	(52)	—	(52)
Balance at March 31, 2026		—	6,560	(1,007)	2,581	(124)	8,010


	Note	Share capital	Other paid in capital	Treasury shares	Other reserves	Accumulated deficit	Equity attributable to owners of the parent
Balance at January 1, 2025		—	6,124	(262)	2,707	(3,044)	5,525
Income for the period		—	—	—	—	225	225
Other comprehensive income		—	—	—	197	—	197
Issuance of shares upon exercise of stock options, restricted stock units, and contingently issuable shares	13	—	204	—	—	—	204
Restricted stock units withheld for employee taxes		—	—	—	(60)	—	(60)
Share-based compensation	14	—	—	—	42	—	42
Income tax impact associated with share-based compensation	5	—	—	—	114	—	114
Balance at March 31, 2025		—	6,328	(262)	3,000	(2,819)	6,247

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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Interim condensed consolidated statement of cash flows

(Unaudited)

(in € millions)


		Three months ended March 31,
	Note	2026	2025
Operating activities
Net income		721	225
Adjustments to reconcile net income to net cash flows
Depreciation of property and equipment and lease right-of-use assets	7, 8	20	20
Amortization of intangible assets	9	6	7
Impairment charge on real estate assets	7, 8	4	2
Share-based compensation expense	14	56	42
Finance income	4	(248)	(71)
Finance costs	4	26	252
Income tax expense	5	216	103
Other		(2)	—
Changes in working capital:
Decrease/(increase) in trade receivables and other assets		91	(4)
Decrease in trade and other liabilities		(94)	(90)
Increase in deferred revenue		35	3
(Decrease)/increase in provisions	18	(3)	12
Interest paid	7	(8)	(13)
Interest received		52	70
Income tax paid		(36)	(19)
Net cash flows from operating activities		836	539
Investing activities

Payment of deferred consideration pertaining to business combinations		—	(7)
Purchases of property and equipment	8	(5)	(6)
Purchases of short term investments	19	(6,740)	(3,929)
Sales and maturities of short term investments	19	7,484	3,630
Change in restricted cash	10	1	1
Other		(8)	(3)
Net cash flows from/(used in) investing activities		732	(314)
Financing activities
Proceeds from exercise of stock options	14	64	204

Repurchases of ordinary shares	13	(306)	—
Payments of lease liabilities	7	(20)	(22)


Repayment of Exchangeable Notes	15	(1,304)	—
Payments for employee taxes withheld from restricted stock unit releases	14	(45)	(56)
Net cash flows (used in)/from financing activities		(1,611)	126
Net (decrease)/increase in cash and cash equivalents		(43)	351
Cash and cash equivalents at beginning of the period		5,258	4,781
Net foreign exchange gains/(losses) on cash and cash equivalents		40	(113)
Cash and cash equivalents at March 31		5,255	5,019
Supplemental disclosure of cash flow information
Non-cash investing and financing activities
Recognition of lease right-of-use asset in exchange for lease liabilities	7	6	18

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

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Notes to the interim condensed consolidated financial statements

(Unaudited)

1.Corporate information

Spotify Technology S.A. (the “Company” or “parent”) is a public limited company incorporated and domiciled in Luxembourg. The Company’s registered office is 33 Boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg.

The principal activity of the Company and its subsidiaries (collectively, the “Group,” “we,” “us,” or “our”) is audio streaming. The Group’s premium service (“Premium Service”) provides users with unlimited online and offline high-quality streaming access to its catalog of music and podcasts, including video in certain markets. The Premium Service offers a music listening experience without commercial breaks. In select markets, the Premium Service provides eligible users with limited online and offline streaming access to a catalog of audiobooks, with optional add-ons for additional audiobook listening hours. In select markets, Premium users can watch eligible video podcasts without interruptions from dynamically inserted advertisements. The Group’s ad-supported service (“Ad-Supported Service,” and together with the Premium Service and other subscription offerings, the “Service”) has no subscription fees and provides users with limited on-demand online access to the catalog of music and unlimited online and offline access to the catalog of podcasts. The Group depends on securing content licenses from a number of major and minor content owners and other rights holders in order to provide its service.

2.Basis of preparation and summary of material accounting policies

The interim condensed consolidated financial statements of Spotify Technology S.A. for the three months ended March 31, 2026 and 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). The interim financial information is unaudited. The interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements for the year ended December 31, 2025, as they do not include all the information and disclosures required in the annual consolidated financial statements. Interim results are not necessarily indicative of the results for a full year. The interim condensed consolidated financial statements are presented in millions of Euros.

New and amended standards and interpretations adopted by the Group

Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7

On January 1, 2026, the Group adopted the IASB issued amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments. The amendments clarify that a financial liability is derecognized on the “settlement date,” which is when the related obligation is discharged, canceled, expired or the liability otherwise qualifies for derecognition. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (“ESG”)-linked features and other similar contingent features, and the treatment of non-recourse assets and contractually linked instruments. In addition, the amendments require additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive (loss)/income. Adoption of these amendments did not have a material impact to the interim condensed consolidated financial statements.

There are no other International Financial Reporting Standards (“IFRS”) or IFRS Interpretation Committee (“IFRIC”) interpretations effective during the three months ended March 31, 2026 that have a material impact to the interim condensed consolidated financial statements.

New standards and interpretations issued not yet effective

Presentation and Disclosure in Financial Statements - IFRS 18

In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”), which replaces IAS 1 Presentation of Financial Statements. IFRS 18 requires an entity to classify all income and expenses within its statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. The first three categories are new. These categories are complemented by the requirement to present subtotals and totals for “operating profit or loss,” “profit or loss before financing income and taxes,” and “profit or loss.” IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted. The Group is currently evaluating the impact of this new standard.

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There are no other IFRS or IFRIC interpretations that are not yet effective and that are expected to have a material impact to the interim condensed consolidated financial statements.

3.Critical accounting estimates and judgments

In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2025, except that the fair value estimation of the Exchangeable Notes is no longer applicable, as the Exchangeable Notes matured and were derecognized during the three months ended March 31, 2026.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events.

4.Finance income and costs


	Three months ended March 31,
	2026	2025
	(in € millions)
Finance income

Fair value movements on Exchangeable Notes (Note 19)	184	—
Interest income	52	65
Interest income on finance lease receivables (Note 7)	2	2

Other finance income	10	4

Total	248	71
Finance costs

Fair value movements on Exchangeable Notes (Note 19)	—	(180)
Interest expense on lease liabilities	(7)	(8)
Other finance costs	(1)	(6)
Foreign exchange losses	(18)	(58)
Total	(26)	(252)

5.Income tax

The effective tax rates for the three months ended March 31, 2026 and 2025 were 23.0% and 31.3%, respectively. The Group operates in a global environment with significant operations in various jurisdictions outside Luxembourg. Accordingly, the consolidated effective tax rate is a composite rate reflecting the Group’s earnings and the applicable tax rates in the various jurisdictions where the Group operates.

The effective tax rate for the three months ended March 31, 2026 of 23.0% is lower than the Luxembourg statutory rate of 23.87%, primarily driven by a tax benefit of €47 million related to the decrease in non-deductible losses associated with the Exchangeable Notes and a €7 million benefit related to the mix of income earned in jurisdictions with lower tax rates. This was partially offset by a tax expense of €26 million related to an increase in provisions for uncertain tax positions and a tax expense of €13 million related to the change in approach to the treatment of capitalized research and development costs from a prior period given newly released guidance.

The effective tax rate for the three months ended March 31, 2025 of 31.3% was higher than the Luxembourg statutory rate of 23.87%, primarily driven by a tax expense of €47 million related to the increase in non-deductible losses associated with the Exchangeable Notes, which was partially offset by a €22 million deferred tax benefit related to foreign exchange revaluation of non-functional currency deferred tax assets and an €8 million benefit related to the mix of income earned in jurisdictions with lower tax rates.

Transactions recorded through other comprehensive (loss)/income have been shown net of their tax impact, as applicable.

The Group is in scope of the OECD Pillar Two Model Rules (“P2 Rules”). The impact of exposure to Pillar Two income taxes is not material based on the most recently available financial information of the Group.

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We are subject to ongoing tax audits in several jurisdictions, some of which involve tax matters related to transfer pricing, direct taxes, or withholding taxes. Tax authorities in certain jurisdictions have challenged our tax positions. We regularly assess the likely outcomes of these audits, taking into account any new information available, in order to determine the appropriateness of the tax reserves. If management concludes that it is not probable that a tax position will be accepted, the effect of that uncertainty is reflected at either the most likely amount or the expected value, taking into account a range of possible outcomes.

Tax provisions related to uncertain tax positions in the interim condensed consolidated statement of financial position, which management has concluded are not probable to be accepted, were €89 million as of March 31, 2026 and €62 million as of December 31, 2025. None of the provisions related to uncertain tax positions are reasonably expected to be resolved within the next 12 months. Interest and penalties included in income tax expense were not material in any of the periods presented. Due to the uncertainty associated with our tax positions, any future agreement with the tax authorities could have a significant impact on our results of operations, financial condition and cash flows.

Net deferred tax assets of €585 million and €499 million have been recorded in the interim condensed consolidated statement of financial position as of March 31, 2026 and December 31, 2025, respectively. In evaluating the probability of realizing the deferred tax assets, the Group considered all available positive and negative evidence of future taxable profit. As of March 31, 2026 and December 31, 2025, deferred tax assets of €42 million and €41 million have not been recognized. Changes in profitability in the jurisdictions where these balances originated, among other factors, could have an impact on management’s assessment of deferred tax recognition.

6.Earnings per share

Basic earnings per share is computed using the weighted-average number of outstanding ordinary shares during the period. Diluted earnings per share is computed using the weighted-average number of outstanding ordinary shares and potential outstanding ordinary shares during the period. Potential ordinary shares, which are based on the weighted-average ordinary shares underlying outstanding stock options, restricted stock units, other contingently issuable shares, and Exchangeable Notes, and computed using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted earnings per share when their effect is dilutive. The computation of earnings per share for the respective periods is as follows:


	Three months ended March 31,
	2026	2025
	(in € millions, except share and per share data)
Basic earnings per share
Net income attributable to owners of the parent	721	225
Shares used in computation:
Weighted-average ordinary shares outstanding	205,716,853	204,467,927
Basic earnings per share attributable to owners of the parent	3.50	1.10

Diluted earnings per share
Net income attributable to owners of the parent	721	225


Net earnings used in the computation of diluted earnings per share	721	225
Shares used in computation:
Weighted-average ordinary shares outstanding	205,716,853	204,467,927


Stock options	2,772,641	4,160,039
Restricted stock units	787,102	1,600,055

Other contingently issuable shares	3,853	15,457
Diluted weighted-average ordinary shares	209,280,449	210,243,478
Diluted earnings per share attributable to owners of the parent	3.45	1.07

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Potential dilutive securities that were not included in the diluted earnings per share calculations because they would be anti-dilutive for the periods presented, but could potentially dilute earnings per share in the future, were as follows:


	Three months ended March 31,
	2026	2025
Stock options	631,773	27,182
Restricted stock units	24,246	5,486



Exchangeable Notes	—	2,911,500

7.Leases

The Group leases certain properties under non-cancelable lease agreements that primarily relate to office space. The expected lease terms are up to 11 years.

Below is the roll-forward of lease right-of-use assets:


Right-of-use assets
			(in € millions)
Cost
At January 1, 2026			579
Increases			6
Decreases			(8)
Exchange differences			5
At March 31, 2026			582
Accumulated depreciation and impairment loss
At January 1, 2026			(345)
Depreciation charge			(11)
Impairment charge			(3)
Decreases			7
Exchange differences			(3)
At March 31, 2026			(355)
Cost, net accumulated depreciation and impairment loss
At January 1, 2026			234
At March 31, 2026			227

Below is the roll-forward of lease liabilities:


Lease liabilities	2026	2025
	(in € millions)
At January 1	498	537
Increases	6	22

Payments (1)	(28)	(30)
Interest expense	7	8
Decreases	(12)	—


Exchange differences	5	(13)
At March 31	476	524

(1)€8 million of interest paid on lease liabilities are included in operating activities within the interim condensed consolidated statement of cash flows for both the three months ended March 31, 2026 and 2025, and €20 million and €22 million of payments of lease liabilities are included in financing activities within the interim condensed consolidated statement of cash flows for the three months ended March 31, 2026 and 2025, respectively.

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Below is the maturity analysis of lease liabilities:


Lease liabilities			March 31, 2026
Maturity Analysis			(in € millions)
Less than one year			92
One to five years			288
More than five years			219
Total lease commitments			599
Impact of discounting remaining lease payments			(123)

Total lease liabilities			476
Lease liabilities included in the interim condensed consolidated statement of financial position
Current			62
Non-current			414
Total			476

The Group has entered into certain lease agreements with €51 million of commitments, which had not commenced as of March 31, 2026, and, as such, have not been recognized in the interim condensed consolidated statement of financial position.

The weighted-average incremental borrowing rate applied to lease liabilities recognized in the interim condensed consolidated statement of financial position as of March 31, 2026 was 5.9%.

The Group has entered into agreements to sublease a portion of its leased offices under finance leases. Below is the roll-forward of finance lease receivables:


Finance lease receivables	2026	2025
	(in € millions)
At January 1	81	76
Additions	—	3
Interest income	2	2
Payments received	(3)	—
Exchange differences	—	(3)
At March 31	80	78

Below is the maturity analysis of finance lease receivables:


Finance lease receivables			March 31, 2026
Maturity Analysis			(in € millions)
Less than one year			16
One to five years			70
More than five years			26
Total lease payments receivable			112
Unearned finance income			(32)
Total finance lease receivables			80
Finance lease receivables included in the interim condensed consolidated statement of financial position
Current			9
Non-current			71
Total			80

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8.Property and equipment


	Property and equipment	Leasehold improvements	Total
	(in € millions)
Cost
At January 1, 2026	136	348	484
Additions	2	2	4
Disposals	(9)	(8)	(17)
Exchange differences	1	4	5
At March 31, 2026	130	346	476
Accumulated depreciation and impairment loss
At January 1, 2026

SEC Form 6-K filed by Spotify Technology S.A.