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. 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.
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.
Risks Related to Our Business, Strategy and Operating Environment
•The size, composition, and engagement of our user base are critical to our ability to monetize our products and services and achieve our strategic objectives.
•We face intense competition across our products and services which could materially adversely affect our business.
•Rapid technological change and platform evolution could adversely affect our business.
•Operating and expanding across diverse and international markets presents operational, regulatory, and financial risks.
•Our investments in new businesses, products, services, technologies and companies may not achieve expected results.
•Global economic and geopolitical conditions could adversely affect our business.
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•Restrictions, sanctions and compliance requirements related to Russia could adversely affect our business.
•Our brand and reputation could be harmed by competitive pressures or third-party conduct.
•We are subject to risks related to litigation, including intellectual property claims and regulatory disputes.
•Invalid or fraudulent advertising traffic could harm our advertising business.
Risks Related to Technology, Intellectual Property, Data Protection and Cybersecurity
•Failures or limitations in our technology infrastructure could adversely affect our business.
•The use of AI technologies in our products and services presents legal, regulatory and reputational risks.
•Our ability to protect and enforce intellectual property rights is subject to significant risk.
•Our reliance on open source software could adversely affect our business.
•Third-party intellectual property claims could adversely affect our business.
•Failure to obtain or enforce patent and trademark protection could adversely affect our business.
•Our collection and use of user data could adversely affect user trust and our business.
•Cybersecurity and data security incidents could adversely affect our business.
•Our operations depend on the reliability and availability of our technology systems.
Risks Related to Third-Party Platforms, Services, and Dependencies
•Changes in or loss of key third-party partnerships could adversely affect our business.
•Third-party content or services could harm our reputation or expose us to liability.
Risks Related to Financial Reporting and Information Disclosure
•Failure to maintain effective internal control over financial reporting could adversely affect our business.
•The valuation of our OPay investment is highly uncertain and may result in material volatility in our results of operations.
•Inaccuracies or misinterpretation of our operating metrics could harm our business.
Risks related to our ADSs, Share Ownership Structure, and Regulatory Status
•The market price and trading volume of our ADSs may be volatile.
•Returns on an investment in our ADSs depend on dividends and the market price of our ADSs.
•Our status as a “controlled company” could adversely affect the corporate governance protections afforded to our ADS holders.
•Compliance with multiple regulatory regimes may increase costs and limit operational flexibility.
•Our status as a foreign private issuer results in different disclosure and governance requirements.
•Holders of our ADSs may have limited ability to exercise voting rights with respect to the underlying ordinary shares.
Risks Related to Our Business, Strategy and Operating Environment
The size, composition, and engagement of our user base are critical to our ability to monetize our products and services and achieve our strategic objectives.
Our business and financial performance depend significantly on our ability to attract, retain, and engage users with demographics and usage patterns that support monetization. In recent periods, we have increasingly focused our user acquisition and product efforts
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on users where monetization potential is generally higher, such as in Western markets, which has resulted in slower growth or declines in users in certain other markets. While we believe this strategy improves long-term monetization, it may reduce our overall user base or limit our reach in certain regions.
Our results of operations may be adversely affected if we are unable to maintain or grow a user base with sufficient scale, geographic mix, and engagement levels. This could occur if we fail to:
•maintain the relevance, quality, and performance of our products and services;
•innovate and adapt to changes in user preferences, technology, or market trends, including the adoption of AI-enabled solutions;
•effectively distribute our products across operating systems, devices, and platforms, including through third-party distribution partners;
•sustain user trust with respect to privacy, security, and reliability; or
•successfully introduce or cross-sell new products and services to our existing users.
In addition, focusing on higher-value users may expose us to greater competition in mature markets, higher user acquisition costs, or increased sensitivity to economic conditions affecting advertising demand. Efforts to attract, retain, or re-engage users may require significant ongoing investment in product development, infrastructure, and marketing, without assurance of corresponding returns.
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.
We operate in highly competitive and rapidly evolving markets, including web browsers, digital advertising, content distribution, and digital wallets. Competition in these markets is intense, dynamic, and influenced by rapid technological change, shifting user behavior, and evolving regulatory and platform environments.
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. These advantages may limit our ability to expand distribution, maintain user engagement, or monetize our user base. We also compete with independent and alternative browsers that differentiate on privacy, performance, AI functionality, or specialized use cases.
Competition in the browser market is increasingly shaped by artificial intelligence. Established competitors and new entrants, including companies primarily focused on AI platforms and search, are developing AI-enabled or AI-native browsers and browsing experiences that emphasize conversational interfaces, AI-generated responses, and task automation. These offerings and the continued evolution of AI platforms may affect traditional browsing and search behaviors, alter user expectations, and intensify competition for user attention, distribution partnerships, and monetization opportunities. Our ability to compete effectively depends on our ability to continuously evolve our browser offering, including the development, integration, and adoption of AI features, which may require significant investment and may not achieve expected user acceptance or economic returns.
Our audience extension and digital advertising businesses face significant competition from large global advertising and ad tech platforms, including vertically integrated ecosystems operated by Alphabet, Meta, ByteDance, and other providers of demand-side platforms, supply-side platforms, and advertising networks. Many of these competitors have substantially greater scale, access to proprietary user data, advertiser relationships, and measurement and attribution capabilities than we do. Competition depends on factors such as audience reach and quality, targeting effectiveness, access to inventory and demand, pricing, measurement, brand safety, and compliance with evolving privacy and data protection requirements. Competitors that control system-default browsers, operating systems, app stores, or more extensive advertising infrastructure may be better positioned to adapt to regulatory changes or to limit data access or interoperability in ways that disadvantage us.
We also compete with other digital publishers, platforms, and application providers for brand and performance-based advertising budgets. Advertisers may shift spending among channels based on actual or perceived return on investment, audience characteristics, ad formats, pricing, and macroeconomic conditions. Increased competition may result in pricing pressure, reduced demand, lower fill rates, or the need to introduce new ad formats or placements that could negatively affect user experience or engagement.
In addition, with MiniPay, we face competition in emerging and evolving markets for digital wallets, and payment-enabled applications. As a non-custodial crypto wallet, MiniPay competes with other custodial and non-custodial crypto wallet providers. In addition, MiniPay competes with more established global and regional payment platforms, financial institutions, mobile operating
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system providers, and fintech companies, many of which have greater brand recognition, user trust, regulatory experience, financial resources, and existing payment networks. Competitors may benefit from pre-installation, default status, established merchant acceptance, or integration with broader financial or social ecosystems. Competition in this area is influenced by regulatory requirements, user adoption, security and trust considerations, transaction costs, and the availability of alternative payment solutions. If MiniPay fails to achieve sufficient adoption, scale, or monetization, or if competitors introduce superior or more widely accepted offerings, its trajectory may be negatively affected.
Many of our competitors have significantly greater financial and human resources, proprietary data, and brand recognition than we do and may be better positioned to invest aggressively in new technologies, including AI, pursue acquisitions, or engage in pricing, bundling, or distribution strategies that we cannot match. Certain competitors may also leverage control over platforms, standards, or ecosystems to integrate competing features, modify rules or technical requirements, or otherwise disadvantage our products and services.
As we continue to evolve our products and introduce new features and services, including AI-enabled functionality and payment capabilities, we may experience increased competitive pressure, higher development and compliance costs, and greater execution risk. If we are unable to compete effectively, our user growth, engagement, monetization, and relationships with advertisers, partners, and users could be adversely affected, which could materially harm our business, financial condition, and results of operations.
Revenue concentration and exposure to key business partners could affect our results.
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. As a result, our business and results of operations could be adversely affected by changes in our commercial relationships with these partners, including reductions, delays, non-renewal or termination of services, deterioration in a partner’s business or financial condition, payment delays or defaults, or our inability to replace a significant partner on comparable terms.
Our revenue is also geographically concentrated based on the domicile of certain major monetization partners, including partners located in Ireland, Singapore, and the United States. This geographic concentration does not necessarily reflect the location of our end users, but it exposes us to risks related to economic conditions, regulatory developments, tax regimes, and other country-specific factors applicable to those jurisdictions. Adverse developments affecting key partners or the jurisdictions in which they are domiciled could materially and adversely affect our business, financial condition, and results of operations.
A significant portion of our revenue is derived from arrangements that monetize user activity, including query revenue and advertising. For a discussion of risks related to changes in the search ecosystem, including regulatory developments affecting major search providers, see “—A substantial portion of our revenues is derived from users’ query activities within Opera browsers.” For additional information about our revenue composition and concentration, see Note 3 to our consolidated financial statements included elsewhere in this annual report.
A substantial portion of our revenues is derived from users’ query activities within Opera browsers.
A significant portion of our revenue is derived from arrangements that monetize users’ query activities across our products and services, including revenue-sharing arrangements with our partners. A substantial portion of our query revenue is generated through our relationship with Google. As a result, changes in query monetization models, search distribution mechanics, or regulatory requirements applicable to major search providers could reduce the value of the query traffic we generate.
The economics of query monetization depend on a range of factors outside our control, including partners’ pricing models, allocation of advertising demand, the terms of default placement and distribution arrangements, and broader changes in how traffic is monetized across digital platforms. Adverse changes in any of these factors could reduce query monetization rates or overall query revenue.
Legal and regulatory developments affecting search providers may further impact our query revenue. In August 2024, a U.S. district court ruled that Google violated U.S. antitrust laws relating to search and search advertising, and in December 2025, entered a final judgment imposing remedies that, among other things, restrict aspects of Google’s service distribution and require data-sharing and syndication measures. In January 2026, Google appealed the judgment and sought to pause implementation of certain remedies, and in February 2026, the U.S. Department of Justice (“DOJ”) and state attorneys general also appealed. While uncertainty remains, we anticipate that going forward Opera will continue to have search distribution agreements with Google for the U.S. market with commitment periods limited to one year.
Google is also subject to separate U.S. antitrust litigation filed by the DOJ and state attorneys general relating to its advertising technology. In April 2025, the court in the DOJ’s advertising technology case issued a mixed decision, finding that certain publisher-side practices violated antitrust laws while rejecting other claims. The parties proceeded to the remedies phase in September 2025, during which the DOJ proposed behavioral and structural remedies, and a final judgment is pending. A related case brought by state
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attorneys general is expected to proceed following resolution of remedies in the DOJ case. Likewise, the European Commission is conducting an investigation of Google’s search advertising auction practices.
Any remedies, settlements, or other outcomes arising from these proceedings, whether affecting Google or other query and advertising providers, could result in changes to distribution arrangements, default settings, monetization practices, or the broader ecosystem. Such changes could reduce the volume or monetization of searches and other queries generated through our browsers and adversely affect our revenue.
For additional information regarding risks related to revenue concentration and dependence on key business partners, see “—Revenue concentration and exposure to key business partners could affect our results.” For a discussion of broader risks related to AI technologies and changes in user behavior, see “—AI technologies may change how people access the internet and consume content, which could adversely affect our browser and advertising businesses.” For information about our revenue composition, see Note 3 to our consolidated financial statements included elsewhere in this annual report.
AI technologies may change how people access the internet and consume content, which could adversely affect our browser and advertising businesses.
Our primary products are web browsers, which have traditionally served as a gateway for users to access websites, content, and online services. Rapid advances in artificial intelligence, including large language models and agentic AI systems, are changing how users interact with the internet. Users may increasingly rely on AI-powered tools that generate synthesized responses or perform tasks on their behalf, reducing the need for conventional browsing, page navigation, and direct visits to websites.
We are responding to these developments by integrating AI-enabled features into our products, including agentic browsing capabilities. However, these initiatives involve significant execution, technological, and commercial risks. AI-driven interactions may reduce traditional browsing activity and user behaviors that support our existing advertising and monetization models, including within our own products. In addition, AI-based user experiences may not support advertising formats, targeting approaches, or pricing levels comparable to those historically associated with browser-based traffic.
Our Opera Ads platform depends on user reach, engagement, and the availability of advertiser-valued inventory across browsers and the broader digital ecosystem. If AI systems reduce traffic to publisher websites, shift consumption toward AI-generated outputs, or alter user engagement patterns, the volume, quality, and pricing of advertising inventory may decline. These effects could reduce advertiser demand and adversely affect our advertising revenues, both within our browsers and through third-party distribution.
While we continue to evaluate new monetization approaches, partnerships, and revenue models in response to these changes, there can be no assurance that our AI-enabled products or strategic initiatives will achieve market adoption, generate sustainable revenues, or offset declines in traditional browsing or advertising activity. If we are unable to adapt our products and monetization strategies effectively, our user engagement, competitive position, and financial performance could be materially and adversely affected.
Risks specific to search monetization models, search providers, and query revenue are discussed separately under “—A substantial portion of our revenues is derived from users’ query activities within Opera browsers.”
Rapid technological change and platform evolution could adversely affect our business.
The markets in which we operate are characterized by rapid and continual technological change. 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.
Technological developments in devices, operating systems, networks, and platforms, particularly in mobile environments, may require us to modify or redevelop our products, services, or infrastructure, often at significant cost. If we are slow to introduce compatible or competitive offerings, or if our products and services fail to achieve user acceptance on new devices or platforms, we may lose users, market share, or monetization opportunities.
Adapting to new technologies may also require substantial investment in development, infrastructure, or third-party services, and these investments may not result in improved performance, adoption, or financial returns. If we fail to keep pace with technological change, our competitiveness and results of operations could be adversely affected.
Operating and expanding across diverse and international markets presents operational, regulatory, and financial risks.
Our business has become increasingly complex as we operate across multiple markets with differing economic conditions, infrastructure, legal and regulatory frameworks, and cultural norms, and as we continue to expand into new markets where we may have limited operating experience. Managing and scaling our operations across existing and new markets requires significant management attention, robust systems and controls, and may also require investment in personnel, infrastructure, and compliance capabilities.
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Continued growth requires us to effectively scale our technology infrastructure, corporate functions, and internal controls to support geographically dispersed operations. If our systems, processes, or personnel do not scale effectively, or if we are unable to integrate new operations or acquisitions efficiently, our operational performance, financial reporting, and ability to provide timely and accurate information could be adversely affected.
Operating in diverse and fragmented markets exposes us to a range of legal and regulatory risks. 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. Local laws and regulations, particularly those relating to data protection, localization, content, taxation, employment, anti-corruption, sanctions, export controls, and currency controls, may differ significantly across jurisdictions and may change unexpectedly or be subject to discretionary enforcement.
In many of the jurisdictions where we operate, legal and regulatory frameworks can be complex, ambiguous, and subject to broad or inconsistent interpretation. While this risk exists globally, it is particularly pronounced in emerging markets. In these regions especially, we have experienced, and may continue to face, unpredictable regulatory environments where government agencies may take aggressive enforcement postures. This can result in unanticipated and significant demands or retroactive assessments that differ materially from previously prevailing interpretations of applicable law. Defending against such regulatory actions, tax disputes, or legal challenges, regardless of their merit or ultimate outcome, can be highly disruptive. Such defense efforts may require substantial legal and administrative expenses and could divert management attention away from our core business operations. Furthermore, compliance with complex or shifting requirements may increase our broader operating costs, limit our operational flexibility, or require us to modify or cease certain activities in specific markets. In some jurisdictions, compliance with local laws or regulatory demands, including content restrictions or disclosure requirements, could also adversely affect our brand or reputation.
Our international operations also expose us to operational and financial risks, including political, social, or economic instability; difficulties in hiring, retaining, and managing employees across multiple jurisdictions; reduced protection of intellectual property rights in certain markets; higher levels of credit risk and payment fraud; trade restrictions and tariffs; and challenges in repatriating or freely moving cash. 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.
Digital business models are subject to increasing scrutiny by tax, data protection, and other regulatory authorities globally, particularly where activities are conducted on a cross-border basis without a physical presence. Managing tax compliance across multiple jurisdictions is complex and may result in increased tax liabilities, disputes, or penalties.
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.
We have invested, and expect to continue to invest, in new businesses, products, services, technologies, and strategic initiatives, including areas such as gaming, artificial intelligence, digital payments, and related ecosystems. Many of these initiatives involve new or evolving markets, business models, or regulatory frameworks, and we have limited operating experience in certain aspects of their development, commercialization, and compliance. As a result, it may be difficult to evaluate their prospects, and they may not achieve expected levels of adoption, growth, or profitability.
The success of our new initiatives depends on a number of factors, including our ability to develop competitive offerings, obtain required regulatory approvals, licenses, or permits, manage operational and compliance requirements, and effectively promote new products and services to our existing users. Cross-promotion efforts may not be successful, and the costs of development, infrastructure, marketing, and compliance may exceed anticipated benefits. Failure to successfully manage or scale these initiatives could adversely affect our financial condition and results of operations.
We also hold minority investments in other entities and investment vehicles, including OPay, the MiniPay Fund managed by Verda Ventures and nHorizon Innovation. These investments do not provide us with control over operations or governance, and their performance is subject to business, financial, regulatory, and operational risks beyond our control. Such investments may not generate the strategic or financial benefits we expect. In addition, weaknesses in the operations, internal controls, or compliance practices of investees could expose us to reputational harm or financial loss. If our investments in new initiatives or minority interests do not perform as expected, our business, financial condition, and results of operations could be adversely affected. See “—Impairment charges or credit losses could adversely affect our results of operations,” “Item 5. Operating and Financial Review and Prospects—A. 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.
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Market, regulatory, and commercial uncertainties could adversely affect MiniPay and our Web3 Initiatives.
We offer MiniPay, a non-custodial stablecoin wallet, and we may pursue additional web3 or blockchain-related initiatives as part of our broader product strategy. The long-term adoption of crypto assets and blockchain-based products by consumers, merchants, and regulators remains uncertain. User demand for such products may be volatile, influenced by market sentiment, trust in crypto assets, and broader macroeconomic and industry conditions. If user adoption, transaction volumes, or ecosystem participation do not develop as expected, our ability to grow, sustain, or monetize MiniPay could be adversely affected.
MiniPay operates in a rapidly evolving regulatory environment. Crypto assets, stablecoins, and non-custodial wallets are subject to heightened and increasing regulatory scrutiny across many jurisdictions, driven by concerns relating to consumer protection, fraud, illicit activity, financial stability, and other public policy objectives. The legal and regulatory treatment of these products varies significantly by jurisdiction and continues to evolve. New or amended laws, regulations, enforcement actions, or judicial decisions could impose additional compliance requirements, restrict or prohibit certain activities, or limit the markets in which we can offer MiniPay, increasing costs or reducing its addressable market.
The commercial viability and scalability of MiniPay also depend on our ability to establish and maintain effective monetization and distribution arrangements. At present, MiniPay relies on a limited number of key partners, including our collaboration with the AP Grant Foundation Company, to support its commercial development. If these partners modify, terminate, or fail to perform under existing arrangements, or if alternative commercial arrangements are not available on acceptable terms, our ability to generate revenue from MiniPay, justify continued investment in the product, or achieve sustainable scale could be adversely affected.
If market adoption, regulatory developments, or commercial conditions limit the sustainability, scalability, or geographic availability of MiniPay, we may be required to modify our strategy, reduce investment, or discontinue certain initiatives, which could materially and adversely affect our business, financial condition, and results of operations. Risks related to our reliance on underlying blockchain platforms and third-party technical or operational dependencies are described under “—MiniPay’s reliance on the Celo blockchain and other third-party platforms and infrastructure exposes us to operational risks outside our control.”
Global economic and geopolitical conditions could adversely affect our business.
Our financial performance is affected by global macroeconomic and geopolitical conditions, including inflation, changes in interest rates and credit availability, trade restrictions and tariffs, geopolitical conflicts, supply chain disruptions, and currency fluctuations. Specifically, the outbreak of military conflict in Iran and the broader Middle East in early 2026 has triggered severe volatility in global energy markets, exacerbating inflationary pressures and elevating the risk of a broader economic slowdown. Adverse economic conditions driven by these or other factors may reduce advertiser spending, which could materially and adversely affect our revenue, financial condition, and results of operations. Certain jurisdiction-specific risks, including those related to Russia and associated sanctions and restrictions, are discussed in more detail under “—Restrictions, sanctions and compliance requirements related to Russia could adversely affect our business.”
We operate in multiple jurisdictions and are exposed to foreign exchange rate fluctuations. 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. In addition, although payments from global partners are typically made in major international currencies, the underlying transactions on which our revenue is based may be denominated in local currencies prior to conversion, creating indirect or less visible currency exposure. This currency volatility may be severely exacerbated by ongoing geopolitical shocks, particularly in emerging markets highly sensitive to global energy prices.
Macroeconomic uncertainty may increase our operating and financing costs through higher inflation, labor costs, energy and data center hosting costs, and interest rates, and may limit access to credit. If we are unable to offset these cost increases through pricing, efficiency improvements, or other measures, our margins and results of operations could be adversely affected. Currency volatility, which may be exacerbated by inflation or, in certain jurisdictions, hyperinflation, could further increase expenses or reduce revenue. In markets experiencing hyperinflation, we may be required to restate the financial statements for the changes in the general purchasing power of the local currency, which could materially affect our reported financial results and financial position. See Note 2 to our consolidated financial statements included elsewhere in this annual report for additional information.
If macroeconomic or geopolitical conditions deteriorate or remain volatile, or if foreign exchange fluctuations intensify, our business, financial condition, and results of operations could be materially adversely affected.
Restrictions, sanctions and compliance requirements related to Russia could adversely affect our business.
Russia’s military invasion of Ukraine in February 2022 has resulted in extensive sanctions, export controls and other restrictive measures imposed by the European Union, the United States, the United Kingdom, Norway and other jurisdictions. These measures, as well as any future expansion or tightening of sanctions, have materially affected, and may continue to affect, our operations, revenue and financial performance.
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As a result of EU sanctions prohibiting the provision of advertising services to entities established in Russia, we have terminated advertising contracts with Russian customers and taken other compliance-related actions. Sanctions and related restrictions have reduced our ability to monetize users and customers in Russia and may continue to limit our operations in affected jurisdictions. They have also increased compliance costs and may contribute to broader macroeconomic effects, including volatility in foreign exchange rates, advertising demand and global economic conditions, which could adversely affect our revenue and costs as reported in U.S. dollars. See “Item 4. Information on the Company—B. Business Overview—Regulations—European Economic Sanctions” for additional details.
Although we no longer have any customers domiciled in Russia, certain of our transactions relate to monetization of users in Russia, including with respect to search distribution. Although these arrangements are not currently subject to sanctions or export controls, there can be no assurance that existing restrictions will not be expanded or that additional sanctions will not be imposed in the future. Any such measures could further restrict our ability to conduct business or generate revenue from users in Russia and could have a material adverse effect on our business, financial condition, and results of operations.
Our brand and reputation could be harmed by competitive pressures or third-party conduct.
Our brand and reputation are important to attracting and retaining users, partners, and advertisers and to the competitiveness of our products and services, including with respect to product quality, trust, and innovation. While we invest in marketing and brand-building activities, there can be no assurance that these efforts will be effective or cost-efficient.
Our brand and reputation may also be harmed by adverse actions by third parties, including the dissemination of false, misleading, or malicious information about our business or management through social media, online forums, or other public channels. Such information may spread rapidly, anonymously, and without verification, and could damage user trust or relationships with partners and advertisers before we are able to respond. Third-party conduct may also include complaints or allegations submitted to regulatory or other authorities, which, even if unfounded, could result in investigations or inquiries requiring significant management time and expense and may not be resolved quickly or conclusively.
If our products or services fail to meet user expectations, if our brand initiatives do not achieve their intended impact or require disproportionate spending, or if we are unable to effectively mitigate the impact of false or malicious statements or third-party complaints, our brand and reputation could be harmed. 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.
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. As our products and services evolve, operate at greater scale, and expand across jurisdictions, the frequency and complexity of these matters may increase.
Legal and regulatory proceedings, regardless of their merits or outcome, can result in substantial costs and liabilities, require significant management time and resources, and divert attention from operating our business. We may choose to settle claims to avoid the expense and uncertainty of litigation, and settlements may include monetary payments or non-monetary obligations that are unfavorable to us. If we are found to have violated laws or infringed third-party rights, we could be required to pay damages, penalties, or other amounts; obtain licenses on terms that may be costly or unavailable; modify or discontinue products, features, or business practices; implement additional compliance measures; or be subject to injunctive relief or other remedies that could restrict our operations. 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. 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.
If significant advertising fraud occurs in connection with campaigns on our platforms or third-party inventory, advertisers may experience reduced returns, lose confidence in the integrity of our systems, or reduce or discontinue spending with us. We may also face contractual disputes or penalties. Any of these outcomes could reduce demand for our advertising offerings and adversely affect our revenue, business, and results of operations.
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Our success depends on our ability to attract and retain key personnel.
Our future success depends in part on the continued service of our executives and other key employees. The loss of any key personnel, or difficulties in replacing them on a timely basis, could disrupt our operations, delay execution of our strategy, and increase recruitment and training costs.
To operate and grow our business, we must attract, develop, and retain highly skilled employees in a competitive global labor market. Recruiting, integrating, and retaining qualified personnel requires significant time, management attention, and expense, and competition for talent may require us to offer higher compensation, including equity-based incentives, without assurance of commensurate returns. Changes in our management team or difficulties in effective collaboration among personnel may also adversely affect execution.
Our ability to hire and retain talent may be further constrained by local labor laws, immigration restrictions, or other regulatory requirements in certain jurisdictions. If we are unable to effectively manage succession, attract and retain qualified personnel, or maintain an effective management team, our business, growth prospects, and results of operations could be adversely affected.
We may require additional capital but may not be able to obtain it on favorable terms or at all.
While we believe our existing cash resources are sufficient to fund our current operations and near-term growth initiatives, we may require additional capital to support future growth, product development, or potential investments or acquisitions. If our cash resources are insufficient, we may seek to raise capital through equity or debt financings or by entering into credit arrangements.
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. 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. If we are unable to raise additional capital when required, our liquidity, growth plans, and business could be materially adversely affected.
Natural disasters, public health emergencies, or other disruptive events could adversely affect our business.
Our business and operations could be adversely affected by natural disasters, public health emergencies, terrorist attacks, armed conflict, acts of violence, or other events causing social or economic instability. Such events could disrupt our operations, require the temporary or permanent closure of facilities, impair the availability of personnel or infrastructure, or adversely affect our users, partners, and advertisers.
Disruptive events may also lead to broader economic uncertainty, changes in user behavior, reduced advertising demand, or operational challenges for our monetization partners, which could negatively affect our operating and financial results. These impacts may be difficult to predict, vary in severity and duration, and could cause our results to fluctuate significantly.
If such events are prolonged or recur, they could materially adversely affect our business, financial condition, results of operations, and the trading price of our ADSs.
Our insurance coverage may be insufficient to cover losses.
Our insurance coverage may be insufficient to cover all losses or liabilities arising from damage to our platforms, technology infrastructure, or interruptions to our business operations. Certain risks may be excluded from coverage or subject to coverage limits or deductibles.
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. Revenue from e-commerce, travel, and search partners typically varies based on seasonal consumer behavior, including holiday-driven spending and travel patterns. In addition, we have limited operating history in certain newer business areas, which may make it difficult to predict seasonal or other revenue patterns.
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Seasonal trends may also become less predictable due to macroeconomic and geopolitical factors, including inflation, changes in interest rates, supply chain disruptions, trade restrictions, and geopolitical conflicts. As a result, our revenue and results of operations may fluctuate from period to period and may be difficult to forecast.
Changes in tax laws, interpretations, or challenges to our tax structure could adversely affect our results.
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. Such challenges could result in additional tax liabilities, penalties, interest, or an increase in our effective tax rate, which could adversely affect our financial condition and results of operations.
Tax laws, regulations and enforcement practices in the jurisdictions in which we operate are subject to change and increasing scrutiny. Governments worldwide continue to implement and consider significant tax reforms, including measures related to the taxation of multinational enterprises, digital services, minimum taxes, and cross-border profit allocation, such as those arising from the OECD’s Base Erosion and Profit Shifting (“BEPS”) initiatives and the global minimum tax framework. These or similar developments could increase our tax obligations, require changes to our corporate structure or operating model, limit the effectiveness of our tax planning strategies, or result in double taxation. In addition, changes in the interpretation or application of existing tax rules, including through audits, administrative guidance, or judicial decisions, could adversely affect our tax position.
The determination of our income tax provisions requires significant judgment, and the ultimate tax treatment of many transactions is uncertain. Our effective tax rate may also be affected by factors beyond our control, including changes in the geographic mix of earnings, the utilization of tax assets, foreign currency movements, and changes in tax laws, regulations, or interpretations in the jurisdictions in which we operate. Any of these factors could materially adversely affect our financial condition and results of operations.
Our holdings of crypto assets, including stablecoins, could adversely affect our financial results.
We hold crypto assets, including stablecoins, as part of our operations and strategic initiatives. 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. 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. 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.
The value of crypto assets is highly volatile, and our ability to convert crypto assets into fiat currencies or stablecoins may be limited by market liquidity, trading disruptions, or exchange restrictions. As a result, fluctuations in market value or liquidity constraints could adversely affect our financial results.
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 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.
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, accounting standards for crypto assets may change, which could require us to modify our accounting treatment or acquisition strategies in the future. See Note 10 to our consolidated financial statements and “—Impairment charges or credit losses could adversely affect our results of operations” for additional information.
Impairment charges or credit losses could adversely affect our results of operations.
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 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. In assessing impairment, we consider a range of internal and external factors, including changes in operating performance, technology, competition, user behavior, and market conditions. Impairment losses on intangible assets amounted to $0.1 million in 2024 and $1.9 million in 2025. Future adverse
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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.
We also hold minority investments in unconsolidated entities, including OPay, accounted for at fair value through profit or loss, as well as the MiniPay Fund managed by Verda Ventures and nHorizon Innovation, both accounted for using the equity method. As of December 31, 2025, the carrying amounts of these investments were $294.6 million, $4.0 million, and nil, respectively. The valuation and recoverability of these investments depend on significant estimates and assumptions, including the investees’ operating performance and prevailing market conditions. Although we recognized unrealized fair value gains on OPay in 2025 and in prior periods, future periods may reflect losses if estimated values decline. 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 recognize an allowance for expected credit losses based on historical loss experience, current conditions, and reasonable and supportable forecasts. Adverse changes in macroeconomic conditions, customer liquidity, advertiser spending patterns, or partner financial stability could increase the risk of non-payment or delayed payment and require us to increase our allowance for expected credit losses. Any material increase in credit losses or deterioration in the collectability of our trade receivables could adversely affect our results of operations and financial position. See Notes 12 and 15 to our consolidated financial statements included elsewhere in this annual report for additional information on our exposure to credit risk and provisions for expected credit losses.
Risks Related to Technology, Intellectual Property, Data Protection and Cybersecurity
Failures or limitations in our technology infrastructure could adversely affect our business.
We continuously invest in upgrading and maintaining our technology infrastructure to support performance, scalability, reliability, and integration across our platforms. These efforts require significant ongoing investment of time and resources, including hardware, software, and skilled engineering personnel. There can be no assurance that such investments will be sufficient or will deliver the expected benefits.
If we fail to adequately develop, maintain, or scale our technology infrastructure or proprietary systems, we may experience system disruptions, security incidents, performance degradation, reduced user satisfaction, or delays in producing accurate operating or financial information. In addition, because many of our platforms rely on internally developed and proprietary software, defects, failures, or limitations in these systems may be more difficult to detect, remedy, or replace.
Any material failure, disruption, or inability to effectively upgrade our technology infrastructure could adversely affect our business, financial condition, results of operations, and reputation.
The use of AI technologies in our products and services presents legal, regulatory and reputational risks.
We increasingly incorporate artificial intelligence technologies into our products and services. These technologies are complex, rapidly evolving, and subject to significant technical, legal, regulatory, and ethical uncertainty. The use of AI may not deliver the anticipated benefits and could expose us to increased costs, liabilities, or reputational harm.
AI-powered features may not be adopted by users or may fail to meet expectations regarding accuracy, reliability, transparency, or performance. AI systems, including large language models accessed through our products, may produce inaccurate, biased, misleading, or otherwise undesirable outputs due to limitations in training data, model design, or predictability. Such limitations may stem from data that is insufficient, erroneous, stale, biased, or in violation of intellectual property rights. In addition, AI systems can be adversely impacted by unforeseen defects, technical challenges, cybersecurity threats, or material performance issues. Such outcomes and incidents could reduce user trust, impair engagement, damage our brand, or could lead to civil liabilities.
AI-generated outputs may give rise to intellectual property, data protection, consumer protection, defamation, or other legal claims. The legal framework governing the training, deployment, and use of generative AI remains unsettled, including the permissibility of using copyrighted works to train models and the availability of fair use or similar defenses. If providers of AI models we rely on incur increased costs, licensing obligations, restrictions, or liability, or if access to certain models is limited or withdrawn, our ability to offer or enhance AI-powered features could be adversely affected, and our operating costs may increase.
We rely on a combination of internally developed systems and third-party AI models, tools, and infrastructure. Disruptions, pricing changes, usage restrictions, security incidents, or strategic decisions by third-party providers could impair our operations or limit our flexibility. Operating and scaling AI infrastructure also requires significant investment and may not generate expected returns.
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The use of AI presents ethical, social, and reputational risks. If AI-enabled features are perceived to facilitate misinformation, harmful content, discrimination, or invasions of privacy, we could face user attrition, regulatory scrutiny, or reputational harm, even if such outcomes are unintended.
Regulation of AI is expanding rapidly and remains fragmented across jurisdictions. New or evolving laws and standards may require us to modify our products or business practices, increase compliance costs, limit certain features, or expose us to enforcement actions or liability. The scope and impact of these requirements remain uncertain.
If we are unable to manage these risks effectively, our ability to innovate, compete, and maintain user trust could be adversely affected, which could materially harm our business, financial condition, and results of operations.
Our ability to protect and enforce intellectual property rights is subject to significant risk.
Our patents, copyrights, trademarks, trade secrets, and other intellectual property are important to our business. We rely on a combination of intellectual property laws and contractual arrangements to protect these rights; however, such protections may be difficult to obtain, maintain, or enforce, particularly in certain jurisdictions where legal standards, judicial interpretation, or enforcement practices may be uncertain or inconsistent.
Unauthorized use or misappropriation of our intellectual property by third parties, breaches of contractual protections, or limitations on available remedies could adversely affect our competitive position and reputation. Policing infringement is often difficult, time-consuming, and costly, and the measures we take may be insufficient to prevent misuse of our intellectual property. In addition, our trade secrets may be disclosed, lost, or independently developed by competitors.
Enforcing our intellectual property rights may require litigation, which could result in substantial costs and divert management and financial resources, and there can be no assurance that we would prevail. Any inability to effectively protect or enforce our intellectual property rights could materially adversely affect our business, financial condition, and results of operations.
Our reliance on open source software could adversely affect our business.
We incorporate open source software in our products and services, including browser technologies derived from the Chromium project. 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. While our engagement with and reliance on open source projects provides significant technical and development benefits, it also exposes us to legal, operational, and strategic risks.
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. We may also face claims alleging non-compliance with open source licenses or seeking to require the disclosure of proprietary source code, the purchase of licenses, or the modification or discontinuation of affected products. Resolving such claims could require significant management attention, legal expense, or costly re-engineering efforts, which may not be successful.
In addition, open source software is typically provided without warranties or assurances regarding the origin or functionality of the code, which may in certain cases increase the risk of security vulnerabilities, defects, or intellectual property claims. To the extent we contribute proprietary code to open source projects, our ability to protect related intellectual property rights may be limited. Any failure to effectively manage these risks could adversely affect our business, financial condition, and results of operations.
Third-party intellectual property claims could adversely affect our business.
We may be subject to claims that our products, services, technologies, or intellectual property infringe the patents, copyrights, or other intellectual property rights of third parties. We also operate platforms, including content discovery and distribution services, that display or distribute third-party content, and we cannot assure that we or third-party content providers have obtained all necessary rights with respect to such content.
We have been, and may continue to be, subject to intellectual property claims or legal proceedings in the ordinary course of business. Defending against such claims, regardless of merit, can be costly, time-consuming, and disruptive to our operations. If any claims are successful, we may be required to pay damages or licensing fees, modify or discontinue affected products or services, or develop alternative solutions, which may not be feasible or cost-effective.
Any material infringement claims or restrictions on our use of third-party intellectual property could disrupt our business, increase costs, or adversely affect our financial condition and results of operations.
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Failure to obtain or enforce patent and trademark protection could adversely affect our business.
We apply for patents and trademark registrations, including for our Opera brand and related marks, in jurisdictions where we operate. The approval of these applications, as well as changes in registrations, is subject to review by relevant authorities and may be delayed, limited, or denied due to prior rights or other grounds. 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. Any failure to obtain, maintain, or enforce adequate patent or trademark protection could adversely affect our competitive position, brand value, or business.
Our collection and use of user data could adversely affect user trust and our business.
We collect, process, and share certain user data, including personal data, to operate and improve our products and services, support advertising, and deliver personalized content. We also process data in connection with AI-enabled features and advertising activities, including data obtained through third-party websites, applications, and services with which we may have limited visibility or direct relationships.
Concerns about the collection, use, sharing, or security of user data, whether well-founded or not, could harm our reputation, reduce user trust or engagement, and subject us to regulatory inquiries or enforcement actions. While we seek to comply with applicable data protection and privacy laws and to be transparent in our disclosures, actual or perceived failures to do so, or misuse of data by third parties with whom we interact, could result in investigations, litigation, fines, or other liabilities, as well as negative publicity.
Any of these outcomes could adversely affect our business, results of operations, and reputation.
Evolving privacy and consumer protection laws could adversely affect our business.
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. In certain regions, including the European Economic Area, regulators and courts have applied data protection and related laws strictly, particularly in areas involving international data transfers, digital advertising, and the use of personal data in AI-enabled services.
Privacy and data protection laws continue to expand globally, including in jurisdictions significant to our business such as the United States, the European Union, and various emerging markets. New or amended laws, regulations, and enforcement approaches, particularly those affecting data sharing, targeted advertising, or AI-related processing, may impose additional obligations, restrict certain business practices, or increase compliance costs. The interpretation and application of these requirements are often uncertain and may change over time, including through regulatory guidance, enforcement actions, or judicial decisions.
Actual or alleged non-compliance with applicable laws and regulations, or changes in their interpretation or enforcement, could result in investigations, claims, fines, litigation, reputational harm, or the need to modify our products, services, or data practices. Any of these outcomes could adversely affect our user growth, engagement, operating costs, and business results. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Data Protection and Information Security” for additional information.
Cybersecurity and data security incidents could adversely affect our business.
We collect, store, and process personal and other sensitive data in the ordinary course of our business, which makes us and our third-party service providers targets for cybersecurity threats. We have experienced, and expect to continue to experience, attempts to gain unauthorized access to our systems or data through a variety of means, including hacking, malware, phishing, social engineering, and attacks on third-party vendors.
Cyber threats are increasingly sophisticated, difficult to detect, and constantly evolving, including through the use of artificial intelligence and other advanced technologies. Certain attacks may be state-sponsored or influenced by geopolitical developments, further increasing their scale and complexity. While we have implemented security measures designed to protect our systems and data, no safeguards are foolproof, and we cannot assure you that our measures or those of our service providers will prevent all security breaches, disruptions, or data compromises.
In addition, certain parts of our business rely on third-party payment processors and other vendors that may hold funds or process data on our behalf. Security failures or operational disruptions affecting these third parties could result in financial losses, service interruptions, or reputational harm to us, even if our own systems are not compromised.
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Any actual or perceived cybersecurity incident, including unauthorized access to or disclosure of data, system disruption, loss of data integrity, or failures by third-party providers, could result in violations of privacy or other laws, regulatory investigations, litigation, financial losses, increased remediation costs, reputational harm, or loss of user, partner, or advertiser trust. Any such outcomes could materially adversely affect our business, financial condition, and results of operations. See “Item 16K. Cybersecurity” for additional information.
Third-party software interference could adversely affect user experience.
Our business may be adversely affected by third-party software applications, whether intentional or malicious, that interfere with the operation of our products on users’ devices. Such software may alter device settings, hijack queries, modify or replace search results, or otherwise disrupt our ability to deliver content and services to users, sometimes without the user’s knowledge or consent.
Interference by third-party software can degrade user experience, be difficult to detect or remove, and may cause users to attribute resulting issues to our products rather than to the interfering software. In addition, software installed on devices where our applications are pre-installed may be incompatible with or impair the operation of our products, reducing usage or engagement.
If we are unable to effectively prevent, detect, or mitigate interference by third-party software, our ability to provide a consistent and high-quality user experience, maintain user trust, and support monetization could be adversely affected.
Our operations depend on the reliability and availability of our technology systems.
Interruptions or failures of our information technology, communications systems, or those of third-party data centers and internet properties on which we rely could impair our ability to deliver our services. Our operations may also be disrupted by natural disasters, power or telecommunications outages, cybersecurity incidents, or other events beyond our control.
Our systems rely on third-party providers of hosting, co-location and other similar services, and while we maintain disaster recovery and business continuity measures, these measures may not address all potential scenarios. Some systems may not be fully redundant, and disruptions at third-party facilities, including unplanned closures or security incidents, could result in partial or prolonged service interruptions.
Any significant interruption, degradation in performance, or increase in response times could negatively affect user experience, user engagement, advertiser demand, and our reputation. Addressing these risks may require additional capital expenditures, including investments in redundancy, infrastructure, or alternative hosting arrangements. Any of these factors could adversely affect our business, financial condition, and results of operations.
Risks Related to Third-Party Platforms, Services, and Dependencies
Changes in or loss of key third-party partnerships could adversely affect our business.
Our business and growth strategy involve collaborations with third parties that provide access to user traffic, distribution channels, advertising demand and inventory, search services, content, technology, and operational support. These include search, AI, and technology partners; device manufacturers and app storefronts that support distribution of our products; advertising platforms used in connection with Opera Ads; media and content providers; and third-party service providers that support auxiliary functions such as data storage, analytics, and measurement of user activity. We also place promotional links to search providers and other partners in our browsers, which contributes to our revenue and user experience.
These relationships are important to our ability to deliver competitive products and services, maintain and grow our user base, and monetize our platforms. The terms, scope, performance, or availability of these collaborations and services may change, and third parties may modify, suspend, or terminate their arrangements with us, or experience service disruptions. We may not be able to maintain existing relationships, replace affected services, or establish new arrangements on comparable terms, or at all. In addition, competitors may enter into similar relationships, which could reduce any competitive advantage derived from our partnerships.
If we are unable to sustain, replace, or expand key third-party relationships or services, or if their value diminishes due to competitive, technological, commercial, or operational changes, our revenue, operations, growth prospects, and results of operations could be adversely affected.
MiniPay’s reliance on the Celo blockchain and other third-party platforms and infrastructure exposes us to operational risks outside our control.
MiniPay operates on the Celo blockchain, an open-source, public blockchain network maintained by a decentralized community of developers, validators, and ecosystem participants. MiniPay’s functionality, performance, and reliability depend in significant part on the continued operation, security, and acceptance of the Celo blockchain and its supporting infrastructure. We do not control the Celo protocol, its validator set, consensus mechanisms, governance processes, or the timing and substance of protocol upgrades.
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Changes to the Celo blockchain, whether through scheduled upgrades, governance decisions, forks, or emergency modifications, could result in software defects, security vulnerabilities, network instability, transaction delays, increased transaction costs, or compatibility issues with MiniPay. If such changes adversely affect the Celo network or are incompatible with MiniPay, we may be required to expend significant resources to maintain functionality, or MiniPay’s availability or performance could be impaired.
In addition, MiniPay integrates third-party services and depends on third-party technical and operational infrastructure within the broader ecosystem, including providers of crypto exchanges, node services, wallet tooling, and other supporting services. These third parties are outside our control, and their services may be subject to outages, capacity constraints, cyber-attacks, regulatory risks, operational failures, or withdrawal of support. Concentration among a limited number of such providers may increase the risk that a single failure could materially disrupt MiniPay’s operations.
The failure, interruption, or material modification of services provided by the Celo network or other critical third-party infrastructure or counterparties could require us to suspend, limit, or materially modify MiniPay or certain of its features. In the event of prolonged instability, reduced ecosystem support, or diminished adoption of the Celo blockchain, we may be required to migrate MiniPay to an alternative blockchain or re-architect the product, which could involve incremental cost, technical complexity, user disruption, and reputational harm. Any of these events could materially and adversely affect our MiniPay business, financial condition, and results of operations.
Third-party content or services could harm our reputation or expose us to liability.
Our browsers and platforms integrate search, commerce, content, messaging, gaming, and AI services provided by third parties. These include search providers, e-commerce and travel partners, content creators and publishers, game developers, and third-party AI and messaging services integrated into our products. We do not control the products, services, or content provided by these third parties and cannot assure that they will meet user expectations, be accurately represented, or comply with applicable laws and standards.
We host and distribute third-party content across several platforms, including content discovery and gaming portals, and we enable AI-powered features that may rely on third-party models or live web results. Our ability to monitor, identify, and remove content that may be inaccurate, misleading, defamatory, offensive, or unlawful may be limited. The presence of inappropriate or low-quality content, service failures, or perceived misuse of AI-enabled features could harm user trust and damage our reputation.
In addition, the global nature of our operations exposes us to legal and regulatory risk related to third-party activities. 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. 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.
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. These distribution channels are subject to the terms, policies, and technical requirements set by the channel providers, which may be broad, subject to unilateral change, inconsistently applied, or interpreted in ways that are unfavorable to us.
Channel providers may modify their terms, pricing, technical standards, or enforcement practices, or give preferential treatment to competing products or their own services. They may also restrict, suspend, or remove our applications, including if they unilaterally determine that we have violated their policies, regardless of whether such policies are lawful, clear, consistently enforced, or practical in certain markets. We have experienced temporary distribution interruptions in the past and may do so again.
In addition, technical issues, regulatory changes, service disruptions, or operational failures affecting distribution channel providers could degrade the functionality of our products, limit our ability to distribute or promote our offerings, or adversely affect user acquisition, engagement, or monetization. If we are unable to maintain effective access to key distribution channels on acceptable terms, our business, financial condition, and results of operations could be materially adversely affected.
Disruptions or limitations in internet and telecommunications infrastructure could adversely affect 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. Moreover, growth in AI-related investments, increased market demand for data center and cloud computing capacity, as well as demand for associated hardware, may constrain our ability to maintain access to such infrastructure, or may alter its cost-effectiveness.
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We rely on third-party data center and cloud providers to host our servers and services, and store business data. We do not control these facilities, and our agreements may not be renewed on commercially reasonable terms, or at all. If a provider modifies service levels, experiences disruptions, is acquired, or terminates its relationship with us, we may be required to migrate our infrastructure to alternative providers, which could involve significant costs, operational complexity, and service interruptions.
We also rely on telecommunications operators to provide data communications capacity. Disruptions, failures, capacity constraints, or price increases affecting these providers could impair service availability or performance for us or our users. Service interruptions or degraded performance could harm user experience, reduce usage, adversely affect revenue and advertiser demand, expose us to potential liability, and damage our reputation.
If we are unable to maintain reliable, cost-effective access to internet infrastructure, data center, cloud, and telecommunications services, our business, financial condition, and results of operations could be materially adversely affected.
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. These providers may take actions that degrade, restrict, or increase the cost of access to our products, including through pricing changes, technical limitations, traffic management practices, or other measures affecting the use of their infrastructure.
In addition, governments or regulators in certain jurisdictions may impose restrictions, limitations, or blockages affecting access to our products and services or their functionality. Any such actions by access providers or governmental authorities could reduce user engagement, impair our ability to attract or retain users and advertisers, increase our costs, and adversely affect our revenue, growth, and results of operations.
Risks Related to Financial Reporting and Information Disclosure
Failure to maintain effective internal control over financial reporting could adversely affect our business.
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. During 2025, we completed remediation of a previously identified material weakness in our ICFR through the design and implementation of additional business process controls and enhancements to controls over the completeness and accuracy of information used in financial reporting. As a result, management concluded that our ICFR was effective as of December 31, 2025.
Notwithstanding these remediation efforts, maintaining effective ICFR requires ongoing monitoring, continuous improvement, and the commitment of significant resources. We may identify control deficiencies in the future, including as our business evolves, systems change, personnel turn over, or regulatory requirements become more complex. There can be no assurance that our controls will prevent or detect all errors or misstatements on a timely basis.
If we fail to maintain effective ICFR, we could be subject to material misstatements in our financial statements, restatements, delays in reporting, loss of investor confidence, regulatory scrutiny, reduced access to capital markets, or a decline in the trading price of our ADSs. Ineffective ICFR could also increase the risk of fraud or misuse of corporate assets and, in severe cases, result in listing or enforcement consequences.
We have incurred, and expect to continue to incur, significant costs, management time, and resources to maintain compliance with Section 404 and other Sarbanes-Oxley requirements. See “Item 15. Controls and Procedures—B. Management’s Annual Report on Internal Control over Financial Reporting” for additional information.
The valuation of our OPay investment is highly uncertain and may result in material volatility in our results of operations.
The preparation of our consolidated financial statements in accordance with IFRS Accounting Standards requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures. These estimates and judgments are inherently uncertain and may differ from actual results, particularly where observable market data is limited. A primary area of such uncertainty is our investment in OPay, which had a carrying amount of $294.6 million as of December 31, 2025. This investment is measured at fair value through profit or loss and classified as Level 3 within the fair value hierarchy. Because Level 3 valuations rely on unobservable inputs, they carry a higher degree of risk that the carrying value may not reflect the actual proceeds of a future liquidity event.
We estimate the fair value of our OPay investment using a probability-weighted expected return method (“PWERM”). This methodology requires us to exercise significant judgment in identifying potential future outcomes for OPay, assigning probabilities to those outcomes, and estimating the value under various scenarios. These estimates involve critical assumptions regarding the timing and likelihood of potential liquidity events, valuations, discount rates, and adjustments for illiquidity. Because the valuation depends
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on these inputs, the estimated fair value of the investment is inherently uncertain and subject to change as new information becomes available or market conditions evolve.
Changes in the fair value of the OPay investment are recognized directly in profit or loss. As a result, updates to the assumptions and estimates used in the valuation may result in substantial gains or losses in a given period, which could cause significant volatility in our reported results and equity. For additional information regarding our valuation approach, including key assumptions and their sensitivities to the fair value, see Note 11 to our consolidated financial statements included elsewhere in this annual report.
Inaccuracies or misinterpretation of our operating metrics could harm our business.
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. 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. 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. In addition, our metrics may be affected by other technical factors, system changes, or platform upgrades, which could result in data loss, miscounting, or inconsistencies over time. Errors or inaccuracies in our metrics could lead to incorrect business decisions, inefficiencies, or misallocation of resources. In addition, if our reported metrics are perceived as inaccurate or are later determined to be materially misstated, our credibility with investors, partners, or advertisers could be harmed.
Industry estimates and market data may be inaccurate or inconsistent.
Certain industry data, forecasts, and market statistics included in this annual report are derived from publicly available information and third-party industry reports. 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.
Industry data and market estimates are inherently uncertain and subject to change, as they depend on assumptions and judgments regarding factors such as market definitions, geographic scope, and user behavior. Any differences in interpretation or methodology could result in variations or inaccuracies in reported industry data, projections, or estimates, which could affect how our business or market position is perceived.
Risks Related to Our ADSs, Share Ownership Structure, and Regulatory Status
The market price and trading volume of our ADSs may be volatile.
The market price and trading volume of our ADSs may fluctuate significantly and unpredictably due to factors beyond our control. These may include general market and industry conditions, concerns regarding the global economy or geopolitical developments, as well as factors specific to our business.
In 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.
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Any of these factors could result in significant volatility in the trading price or volume of our ADSs.
Volatility in the trading price of our ADSs may increase the likelihood of securities litigation. Such litigation, regardless of outcome, could result in substantial costs, divert management attention, harm our reputation, and adversely affect our financial condition and results of operations.
Returns on an investment in our ADSs depend on dividends and the market price of our ADSs.
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.
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. 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. 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.
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. In addition, our Executive Chairman of the Board, Mr. Zhou, is also a controlling shareholder of Kunlun.
As a result, Kunlun and Mr. 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. 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.
We have entered into, and may continue to enter into, related-party transactions with entities controlled by Kunlun or Mr. Zhou. Although such transactions are reviewed and approved by our Audit Committee, which consists solely of independent directors, they may indirectly benefit Kunlun or Mr. Zhou by virtue of their ownership interests. For additional information, see “Item 6. Directors, Senior Management and Employees—E. Share Ownership” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions.”
In addition, because Kunlun is a China-based public company, and Mr. Zhou is a Chinese national, they are subject to the laws and regulatory environment of the PRC and actions by PRC authorities, which could affect Kunlun’s operations, financial condition, or ability to exercise control over us. Such developments could influence decisions made by Kunlun or Mr. Zhou with respect to our company, create additional uncertainty for investors, or adversely affect the trading price of our ADSs. These risks may be heightened by evolving geopolitical tensions, regulatory scrutiny of Chinese-controlled companies, or restrictions on capital movements or cross-border transactions.
Our status as a “controlled company” could adversely affect the corporate governance protections afforded to our ADS holders.
Due to the beneficial ownership of Kunlun and our Executive Chairman, we qualify as a “controlled company” under Nasdaq rules. As a result, we are permitted to rely on certain exemptions from Nasdaq corporate governance requirements, including requirements that a majority of our Board of Directors be independent and that our compensation and nominating and corporate governance committees consist entirely of independent directors.
We currently rely on certain of these exemptions, as described in “Item 16G. Corporate Governance” of this annual report. 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.
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Compliance with multiple regulatory regimes may increase costs and limit operational flexibility.
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. 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 interaction of these regulatory regimes, and differences in their scope, timing and interpretation, increase the complexity of our compliance environment and require significant management attention and resources.
Regulatory and governance requirements across the jurisdictions in which we operate continue to evolve and may expand, diverge or be applied in new ways. Changes in rules, regulatory interpretations or enforcement priorities could increase our compliance and reporting costs, require changes to our governance and reporting practices, and place additional demands on our personnel, systems, and controls. Compliance may also limit operational flexibility or make certain activities more time-consuming or costly.
If we do not comply with applicable requirements, or if regulators take a different view of our compliance efforts, we could be subject to inquiries, investigations, enforcement actions, penalties or litigation, and we could incur significant costs responding to such matters. Any of these outcomes could harm our reputation, divert management time, and adversely affect our results of operations and financial condition, as well as the market price, liquidity and volatility of our ADSs.
If a United States person is treated as owning at least 10% of our ADSs or ordinary shares, such person may be subject to adverse United States federal income tax consequences.
If a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our ADSs or ordinary shares, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation,” or CFC, in our group. In general, a non-United States corporation could be treated as a CFC if more than 50 percent of its voting power or value is owned by United States shareholders. Because our group includes one or more United States subsidiaries that are corporations for United States federal income tax purposes, in certain circumstances, we could be treated as a CFC and certain of our non-United States subsidiary corporations could be treated as CFCs (regardless of whether or not we are treated as a CFC).
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. An individual who is a United States shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a corporation that is a United States shareholder. Furthermore, even if there is no entity within our group that is treated as a CFC, certain United States shareholders may still incur reporting obligations on certain foreign corporations under specific circumstances. A failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may prevent the starting of the statute of limitations with respect to such shareholder’s United States federal income tax return for the year for which reporting was due. We do not intend to monitor whether we are or any of our non-United States subsidiaries is treated as a CFC or whether any investor is treated as a United States shareholder with respect to us or any of our CFC subsidiaries or to furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult its tax advisor regarding the potential application of these rules to its particular circumstances.
We may be classified as a passive foreign investment company, which could result in adverse United States federal income tax consequences to United States Holders of our ADSs or ordinary shares.
We will be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year if, applying applicable look-through rules, either (i) at least 75% of our gross income for such year is passive income or (ii) at least 50% of the value of our assets (generally determined based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. A separate determination must be made after the close of each taxable year as to whether we are a PFIC for that year and involves extensive factual investigation, including ascertaining the fair market value of all of our assets on a quarterly basis and the character of each item of income that we earn, and is subject to uncertainty in several respects. 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. Moreover, we cannot assure you that the United States Internal Revenue Service, or the IRS, will agree with any position that we take. Accordingly, there can be no assurance that we will not be treated as a PFIC for any taxable year or that the IRS will not take a position contrary to any position that we take.
Changes in the nature or composition of our income or assets, including as a result of our investment in new businesses, products, services and technologies, may cause us to be or become a PFIC. 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
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raise in any offering. In estimating the value of our goodwill and other unrecorded intangibles, we have taken into account our market capitalization. Among other matters, if our market capitalization declines, we may be or become a PFIC for the current or future taxable years because our liquid assets and cash (which are for this purpose considered assets that produce passive income) may then represent a greater percentage of the value of our overall assets. 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.
If we are a PFIC for any taxable year during which a United States Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations”) holds our ADSs or ordinary shares, certain adverse United States federal income tax consequences would generally apply to such United States Holder. See “Item 10. Additional Information—E. 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. 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.
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. 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.
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. 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.
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.
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. These limitations may make it more difficult for shareholders to obtain information necessary to exercise their rights or to pursue shareholder actions, including proxy contests.
We also rely on certain corporate governance exemptions available to foreign private issuers and controlled companies under Nasdaq rules, as described in “Item 16G. Corporate Governance.” As a result, our shareholders may have fewer or different protections than shareholders of U.S. domestic issuers.
Accordingly, holders of our ADSs and ordinary shares may face greater difficulty in protecting their interests than shareholders of companies incorporated in jurisdictions with more developed shareholder protections, including 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. 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. Even if a U.S. court judgment is obtained, enforcement against our assets or the assets of our directors and officers may be limited or unavailable under the laws of the Cayman Islands, Norway, or other jurisdictions.
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As a foreign private issuer, we may rely on home country corporate governance practices that differ from Nasdaq standards.
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. 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. As a result, our shareholders may be afforded fewer or different corporate governance protections than shareholders of companies subject to all Nasdaq corporate governance standards.
Our status as a foreign private issuer results in different disclosure and governance requirements
We currently qualify as a foreign private issuer under U.S. securities laws and, as a result, are exempt from certain U.S. securities law requirements that apply to U.S. domestic issuers. These exemptions include, among others, the requirements to file quarterly reports on Form 10-Q or current reports on Form 8-K, compliance with U.S. proxy solicitation rules, and the requirement to prepare financial statements in accordance with U.S. GAAP. Instead of filing periodic reports on Forms 10-Q and 8-K, we file an annual report on Form 20-F and furnish reports on Form 6-K. 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.
Historically, our directors, officers, and principal shareholders were also exempt from the insider reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. Effective March 18, 2026, however, directors and officers of foreign private issuers became subject to the insider reporting requirements of Section 16(a) of the Exchange Act. As a result, our directors and officers are required to publicly report their beneficial ownership of, and transactions in, our equity securities, and we have incurred additional compliance and administrative obligations in connection with these requirements. Our directors and officers remain exempt from the short-swing profit recovery provisions of Section 16(b) and the short-sale prohibitions of Section 16(c), and shareholders who beneficially own more than 10% of our shares (and who are not also directors or officers) remain exempt from Section 16 in its entirety.
In June 2025, the SEC issued a concept release seeking public comment on whether the definition of a foreign private issuer should be narrowed. The SEC is considering changes that could include lowering ownership or business-contacts thresholds, requiring that a portion of trading occur outside the United States, or subjecting foreign private issuers to more extensive U.S. or home-country regulatory oversight. If such changes were adopted and applied to us, whether immediately or following any transition period, we could lose our foreign private issuer status. As a Cayman Islands–incorporated company, majority-controlled by a PRC-based parent and listed exclusively on Nasdaq, we could be particularly affected. Loss of our foreign private issuer status would require us to comply with the full reporting, governance, and disclosure obligations applicable to U.S. domestic issuers, including more frequent SEC filings, compliance with U.S. proxy rules, and the preparation of financial statements in accordance with U.S. GAAP. These changes would significantly increase our compliance costs, place additional demands on management and resources, and could adversely affect our business and the trading price of our ADSs.
Holders of our ADSs may have limited ability to exercise voting rights with respect to the underlying ordinary shares.
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.
Under the deposit agreement, you may vote by timely providing voting instructions to the depositary. The depositary will seek to vote the underlying ordinary shares in accordance with those instructions, but is not responsible for any failure to do so or for the manner in which the instructions are carried out. If we do not request voting instructions, the depositary may not vote the shares at all.
In addition, under our amended and restated memorandum and articles of association, general meetings may be convened on as little as seven days’ notice. As a result, you may not receive notice of a meeting or voting materials with sufficient time to submit voting instructions to the depositary or to withdraw the underlying shares in order to vote directly. Accordingly, you may be unable to exercise your voting rights, and you may have limited or no legal remedies if the shares underlying your ADSs are not voted as you requested.
ADS holders may be required to resolve claims without a jury trial.
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.
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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. 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.
If the waiver is found to be unenforceable under applicable law, a claim could proceed with a jury trial. Nothing in the deposit agreement or the ADSs waives compliance with any substantive provision of the U.S. federal securities laws or the rules and regulations thereunder.
ADS holders may not receive certain distributions or be able to participate in rights offerings.
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. Securities Act, the depositary will not distribute them unless they are registered or an exemption applies. Similarly, the depositary may withhold distributions of property if it determines that mailing such property is not feasible or that the costs exceed the property’s value.
We are under no obligation to register any securities under U.S. securities laws or to take any action to permit the distribution of such securities, rights, or other property to ADS holders. This lack of obligation applies specifically to rights offerings; if we distribute rights to acquire securities, the depositary may allow those rights to lapse or attempt to sell them for the benefit of ADS holders if registration is not practicable. 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.