| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
Spotify Technology S.A. [ SPOT ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Share | 1,059(1) | D(2) | |
| Ordinary Share | 70,344 | I | Marshall Carroll 2000 Trust(3) |
| Ordinary Share | 652,521 | I | TCV XI Spotify, L.P.(4) |
| Ordinary Share | 207,103 | I | TCV XI Spotify (A), L.P.(5) |
| Ordinary Share | 46,162 | I | TCV XI Spotify (B), L.P.(6) |
| Ordinary Share | 48,989 | I | TCV XI (Lux), SCSp(7) |
| Ordinary Share | 45,225 | I | TCV XI Spotify (MF), L.P.(8) |
| Ordinary Share | 1,305 | I | TCV VIII Management, L.L.C.(9) |
| Ordinary Share | 1,020 | I | TCV XI Management, L.L.C.(10) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option | (11) | 05/31/2026 | Ordinary Share | 5,630 | $241.57 | D(13) | |
| Stock Option | (11) | 05/31/2027 | Ordinary Share | 12,060 | $112.77 | D(13) | |
| Stock Option | (12) | 06/01/2028 | Ordinary Share | 4,970 | $153.92 | D(13) | |
| Explanation of Responses: |
| 1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one (1) Ordinary Share of the Issuer upon settlement for no consideration. 138 RSUs were granted on 6/1/23 and will fully vest on 2/15/27. 542 RSUs were granted on 6/3/24; 50% will vest on 2/15/27 and the remaining 50% will vest on 2/15/28. 379 RSUs were granted on 6/2/25; 1/3 will vest on each of 2/15/27, 2/15/28 and 2/15/29. |
| 2. Christopher P. Marshall has sole dispositive power over the RSUs he holds directly. However, TCV XI Management, L.L.C. ("Management XI LLC") has a right to 100% of the pecuniary interest in such RSUs. Mr. Marshall is an owner of Management XI LLC and disclaims beneficial ownership of such RSUs and the shares underlying such RSUs except to the extent of his pecuniary interest therein. |
| 3. These shares are directly held by Marshall Carroll 2000 Trust ("MC Trust"). Christopher P. Marshall is a Trustee of MC Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 4. These shares are directly held by TCV XI Spotify, L.P. ("TCV XI Spotify"). Christopher P. Marshall is a Class A Member and Class A Director of Technology Crossover Management XI, Ltd. ("Management XI"). Management XI is the general partner of Technology Crossover Management XI, L.P. ("TCM XI") which is the general partner of TCV XI, L.P. ("TCV XI"). TCV XI owns 100% of TCV XI Spotify. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 5. These shares are directly held by TCV XI Spotify (A), L.P. ("TCV XI A Spotify"). Christopher P. Marshall is a Class A Member and Class A Director of Management XI. Management XI is the general partner of TCM XI which is the general partner of TCV XI (A), L.P. ("TCV XI (A)"). TCV XI (A) owns 100% of TCV XI A Spotify. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 6. These shares are directly held by TCV XI Spotify (B), L.P. ("TCV XI B Spotify"). Christopher P. Marshall is a Class A Member and Class A Director of Management XI. Management XI is the general partner of TCM XI which is the general partner of TCV XI (B), L.P. ("TCV XI (B)"). TCV XI (B) owns 100% of TCV XI B Spotify. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 7. These shares are directly held by TCV XI (Lux), SCSp ("TCV XI Lux"). Christopher P. Marshall is a Class A Member and Class A Director of Management XI. Management XI is sole shareholder of Technology Crossover Management XI, S.a r.l. which is the general partner of TCV XI Lux. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 8. These shares are directly held by TCV XI Spotify (MF), L.P. ("TCV XI MF Spotify"). Christopher P. Marshall is a Class A Member and Class A Director of Management XI and a limited partner of TCV XI Member Fund, L.P. ("Member Fund XI"). Management XI is the general partner of Member Fund XI which owns 100% of TCV XI MF Spotify. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 9. These shares are directly held by TCV VIII Management, L.L.C. ("Management VIII LLC"). Christopher P. Marshall is a Member of Management VIII LLC and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 10. These shares are directly held by Management XI LLC. Christopher P. Marshall is an owner of Management XI LLC and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| 11. The stock option is fully vested and currently exercisable. |
| 12. The stock option is vested and exercisable with respect to 3,728 Ordinary Shares and will vest with respect to the remaining shares on 2/15/27. |
| 13. Christopher P. Marshall has sole dispositive power over the options he holds directly. However, Management VIII LLC and Management XI LLC have a right to 100% of the pecuniary interest in such options. Mr. Marshall is a Member of Management VIII LLC and an owner of Management XI LLC. Mr. Marshall disclaims beneficial ownership of such options and the shares to be received upon the exercise of such options except to the extent of his pecuniary interest therein. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||