SHOPIFY INC. 4

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.