Shopify Strategic Holdings 3 LLC (KVYO) exercises Klaviyo warrants into 344,383 Series B shares

Rhea-AI Filing Summary

Shopify Strategic Holdings 3 LLC, a wholly owned subsidiary of Shopify Inc. and a 10% owner of Klaviyo, Inc., reported a derivative transaction involving Klaviyo shares. The Shopify affiliate exercised warrants covering 344,383 shares of Klaviyo’s Series B Common Stock at an exercise price of $0.01 per share.

After this transaction, the Shopify affiliate beneficially owned 2,066,293 warrants to purchase Series B Common Stock and 16,628,727 shares of Series B Common Stock. Each share of Series B is convertible at any time into one share of Klaviyo’s Series A Common Stock and will automatically convert upon certain events described in Klaviyo’s certificate of incorporation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shopify Strategic Holdings 3 LLC

(Last) (First) (Middle)

103 FOULK ROAD, SUITE 218-A

(Street)

WILMINGTON DE 19803

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Series B Common Stock (Right to Buy)	$0.01	01/29/2026		X			344,383	(1)	07/28/2032	Series B Common Stock	344,383	$0	2,066,293	D(2)
Series B Common Stock	(3)	01/29/2026		X		344,383		(3)	(3)	Series A Common Stock	344,383	$0.01	16,628,727	D(2)

1. Name and Address of Reporting Person^*

Shopify Strategic Holdings 3 LLC

(Last) (First) (Middle)

103 FOULK ROAD, SUITE 218-A

(Street)

WILMINGTON DE 19803

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SHOPIFY INC.

(Last) (First) (Middle)

151 O'CONNOR STREET

GROUND FLOOR

(Street)

OTTAWA A6 K2P 2L8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

	SHOPIFY STRATEGIC HOLDINGS 3 LLC, By: /s/ Jason Kilpela, Director	01/30/2026
	SHOPIFY INC, By: /s/ Michael L. Johnson, Corporate Secretary	01/30/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Shopify Strategic Holdings 3 LLC report in Klaviyo (KVYO)?

Shopify Strategic Holdings 3 LLC reported exercising warrants for 344,383 shares of Klaviyo’s Series B Common Stock at $0.01 per share. This Form 4 filing reflects a derivative transaction, not an open-market stock sale or purchase.

How many Klaviyo shares does the Shopify affiliate own after this Form 4?

Following the reported transaction, the Shopify affiliate beneficially owned 2,066,293 warrants to purchase Series B Common Stock and 16,628,727 shares of Series B Common Stock. These figures reflect ownership after the warrant exercise reported on January 29, 2026.

What is the relationship between Shopify and Klaviyo (KVYO) in this filing?

Shopify Strategic Holdings 3 LLC, a wholly owned subsidiary of Shopify Inc., is a 10% owner of Klaviyo. Shopify is an indirect beneficial owner and disclaims beneficial ownership of the securities except to the extent of its pecuniary interest.

How do Klaviyo’s Series B and Series A Common Stock relate in this Form 4?

Each share of Klaviyo Series B Common Stock is convertible at any time into one share of Series A Common Stock. Series B shares will also automatically convert into Series A upon certain events described in Klaviyo’s certificate of incorporation.

What are the key terms of the Klaviyo warrants held by the Shopify affiliate?

The reported warrants have a $0.01 exercise price per share for Klaviyo’s Series B Common Stock. Vesting began July 28, 2022, with 25% initially vesting and the remainder vesting quarterly through July 28, 2027, including an additional 25% vesting before Klaviyo’s IPO.

Who are the reporting persons on this Klaviyo (KVYO) Form 4?

The reporting persons are Shopify Strategic Holdings 3 LLC and Shopify Inc., each listed as a 10% owner of Klaviyo. The filing is signed on behalf of Shopify Strategic Holdings 3 LLC and Shopify Inc. by authorized signatories on January 30, 2026.