SHOPIFY INC. 4

4 · Klaviyo, Inc. · Filed Jan 30, 2026

AI-generated summary of this filing

Updated Jan 30, 2026

Klaviyo (KVYO) 10% Owner Shopify Strategic Exercises Warrants

What Happened

Shopify Strategic Holdings 3 LLC (a 10% owner via a Shopify subsidiary) exercised in‑the‑money derivative(s)/warrants related to Klaviyo. The filing shows the entity acquired 344,383 shares at $0.01 per share for a cash cost of $3,444. The filing also records the disposition (surrender) of 344,383 derivative units at $0.00 (this reflects giving up the warrants/derivative instrument upon exercise, not a market sale of stock).

Key Details

Transaction date: 2026-01-29; Form 4 filed 2026-01-30 (filed next day; appears timely).
Acquired: 344,383 shares at $0.01 per share = $3,444 (derivative exercise).
Disposed: 344,383 derivative instruments at $0.00 (surrender of warrants upon exercise).
Shares owned after transaction: not specified in the provided excerpt.
Footnotes:
- F1: Warrants vesting schedule — 25% vested July 28, 2022; remaining vest quarterly through July 28, 2027; 25% vested immediately before IPO.
- F2: Securities held directly by Shopify Strategic Holdings 3 LLC; Shopify Inc. is an indirect beneficial owner and disclaims ownership except for pecuniary interest.
- F3: Series B common shares are convertible into Series A common shares and automatically convert on certain events.
No indication in the filing that proceeds were generated by selling the acquired shares (i.e., not a cashless exercise followed by an immediate sale in this filing).

Context

This is an institutional/affiliate transaction by a 10% owner (Shopify’s subsidiary), not an individual executive trade; such exercises often reflect contractual warrant terms rather than a view on near‑term stock direction.
The filing shows exercise of warrants/options (derivative code X). The surrender/disposition line reflects relinquishing the warrant instrument upon exercise, not an open‑market sale of the underlying shares.

Form 4

Period: 2026-01-29

10% Owner

Transactions

Exercise of In-Money
Warrants to Purchase Series B Common Stock (Right to Buy)
[F1][F2]
2026-01-29−344,383→ 2,066,293 total
Exercise: $0.01Exp: 2032-07-28→ Series B Common Stock (344,383 underlying)
Exercise of In-Money
Series B Common Stock
[F3][F2]
2026-01-29$0.01/sh+344,383$3,444→ 16,628,727 total
→ Series A Common Stock (344,383 underlying)

Footnotes (3)

[F1]25% of the shares subject to the warrants vested on July 28, 2022, and the remaining shares vest quarterly in equal amounts through July 28, 2027. Notwithstanding the foregoing, in connection with the Issuer's initial public offering ("IPO"), 25% of the total number of shares subject to the warrants vested immediately prior to the completion of the IPO.
[F2]Reflects securities held directly by Shopify Strategic Holdings 3 LLC, a wholly-owned subsidiary of Shopify Inc. ("Shopify"). Shopify is an indirect beneficial owner and disclaims beneficial ownership except to the extent of its pecuniary interest therein.
[F3]Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of Series A Common Stock of the Issuer, and will automatically convert into Series A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. The Series B Common Stock has no expiration date.

1 file