Shopify unit exercises 344K Klaviyo warrants at $0.01

Rhea-AI Filing Summary

For Klaviyo, Inc. (KVYO), Shopify Strategic Holdings 3 LLC, a wholly owned subsidiary of Shopify Inc., reported exercising warrants to purchase 344,383 shares of Series B Common Stock at an exercise price of $0.01 per share, disposing of the corresponding warrant position. Following the exercise, this entity holds 1,377,529 warrants to purchase Series B Common Stock and 17,317,491 shares of Series B Common Stock directly. Shopify Inc. is disclosed as an indirect beneficial owner of these securities and disclaims beneficial ownership except to the extent of its pecuniary interest.

Insider Trade Summary

688,766 shares exercised/converted

Exercise 2 txns

Insider Shopify Strategic Holdings 3 LLC, SHOPIFY INC.

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
In-the-Money Exercise	Warrants to Purchase Series B Common Stock (Right to Buy) F1, F2	344,383	$0.00	$0.00
In-the-Money Exercise	Series B Common Stock F3, F2	344,383	$0.01	$3K

Holdings After Transaction: Warrants to Purchase Series B Common Stock (Right to Buy) — 1,377,529 contracts (Direct); Series B Common Stock — 17,317,491 contracts (Direct)

Footnotes (3)

1. 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.
2. 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.
3. 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.

Key Figures

Warrants Exercised: 344,383 warrants Exercise Price: $0.01 per share Warrants Remaining: 1,377,529 warrants +3 more

6 metrics

Warrants Exercised 344,383 warrants Warrants to purchase Series B Common Stock exercised on 2026-08-31

Exercise Price $0.01 per share Exercise price for warrants to purchase Series B Common Stock

Warrants Remaining 1,377,529 warrants Warrants to purchase Series B Common Stock held after transaction

Series B Shares Acquired 344,383 shares Series B Common Stock acquired through warrant exercise on 2026-08-31

Series B Shares Held After 17,317,491 shares Direct holdings of Series B Common Stock after the exercise

Warrant Expiration Date July 28, 2032 Expiration date of the warrants to purchase Series B Common Stock

Key Terms

Warrants to Purchase Series B Common Stock, Series B Common Stock, Series A Common Stock, indirect beneficial owner, +1 more

5 terms

Warrants to Purchase Series B Common Stock financial

"Warrants to Purchase Series B Common Stock (Right to Buy)"

Series B Common Stock financial

"underlying security title: Series B Common Stock"

Series A Common Stock financial

"Each share of Series B Common Stock is convertible into Series A Common Stock"

Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.

indirect beneficial owner financial

"Shopify is an indirect beneficial owner and disclaims beneficial ownership"

Exercise of in-the-money or at-the-money derivative security financial

"transaction code description: Exercise of in-the-money or at-the-money"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Shopify Strategic Holdings 3 LLC report in this Form 4 for KVYO?

It reported exercising warrants to acquire 344,383 shares of Klaviyo Series B Common Stock at $0.01 per share, disposing of an equivalent warrant position and increasing its direct Series B Common Stock holdings.

How many Klaviyo (KVYO) warrants does Shopify Strategic Holdings 3 LLC hold after the transaction?

After the reported exercise, Shopify Strategic Holdings 3 LLC holds 1,377,529 warrants to purchase Klaviyo Series B Common Stock, according to the filing’s post-transaction holdings figure.

What is Shopify Strategic Holdings 3 LLC’s Series B Common Stock position in KVYO after the exercise?

Following the warrant exercise, Shopify Strategic Holdings 3 LLC holds 17,317,491 shares of Klaviyo Series B Common Stock directly, as stated in the post-transaction holdings column.

What was the exercise price of the Klaviyo warrants reported in this KVYO Form 4?

The warrants to purchase Klaviyo Series B Common Stock were exercised at an exercise price of $0.01 per share, as disclosed in the derivative transaction details.

What is Shopify Inc.’s role in relation to the reported KVYO securities?

The securities are held directly by Shopify Strategic Holdings 3 LLC, a wholly owned subsidiary of Shopify Inc. Shopify is described as an indirect beneficial owner and disclaims beneficial ownership except to the extent of its pecuniary interest.

When do the remaining Klaviyo warrants held by Shopify Strategic Holdings 3 LLC expire?

The warrants to purchase Klaviyo Series B Common Stock have an expiration date of July 28, 2032, according to the derivative security details.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/31/2026 - 05:35 PM EDT Accepted by SEC EDGAR 08/31/2026 - 05:35 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)

112 NORTH CURRY STREET

(Street)

CARSON CITY NEVADA 89703

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

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

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

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

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	08/31/2026		X			344,383	(1)	07/28/2032	Series B Common Stock	344,383	$0	1,377,529	D(2)
Series B Common Stock	(3)	08/31/2026		X		344,383		(3)	(3)	Series A Common Stock	344,383	$0.01	17,317,491	D(2)

1. Name and Address of Reporting Person^*

Shopify Strategic Holdings 3 LLC

(Last) (First) (Middle)

112 NORTH CURRY STREET

(Street)

CARSON CITY NEVADA 89703

(City) (State) (Zip)

UNITED STATES

(Country)

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)

8488 ROZITA LEE AVE

BLDG 3 SUITE 100

(Street)

LAS VEGAS NEVADA 89113

(City) (State) (Zip)

UNITED STATES

(Country)

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	08/31/2026
	SHOPIFY INC, By: /s/ Michael L. Johnson, Corporate Secretary	08/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)