Shopify holds 20.83% Klaviyo stake via options

Klaviyo, Inc. (KVYO) received an updated Schedule 13D/A from Shopify Strategic Holdings 3 LLC and Shopify Inc. reporting their current beneficial ownership in Klaviyo’s Series A common stock.

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) received an updated Schedule 13D/A from Shopify Strategic Holdings 3 LLC and Shopify Inc. reporting their current beneficial ownership in Klaviyo’s Series A common stock. The reporting persons now beneficially own 33,405,047 shares of Series A common stock on an as-converted basis, representing 20.83% of the outstanding Series A class.

This position consists of 17,317,491 shares of Series B common stock held directly by Shopify Strategic Holdings 3, 344,382 warrants that will vest and become exercisable for an equal number of Series B shares on October 28, 2026, and an Investment Option exercisable for 15,743,174 additional Series B shares. Each Series B share is convertible into one Series A share at the holder’s option. The updated ownership reflects warrant vesting during 2026 and changes in Klaviyo’s total Series A shares outstanding.

Filing Explained

Three warrant tranches have been exercised; reported 20.83% ownership still includes an unvested warrant and exercisable Investment Option.

A Schedule 13D amendment updates a holder’s report of ownership above 5%; this filing reports that Shopify’s January 28, April 28, and July 28 warrant tranches were exercised on January 29, April 28, and August 31, respectively, while a fourth tranche remains scheduled to vest and become exercisable on October 28, 2026.

The reported 20.83% beneficial ownership consists of 17,317,491 shares held directly, plus shares underlying the unvested warrant and the exercisable Investment Option; accordingly, the 33,405,047-share figure is an as-converted ownership measure, not a count solely of directly held Series A shares.

The next stated lifecycle milestone is October 28, 2026, when the remaining 344,382 warrants are scheduled to vest and become exercisable.

Key Figures

Beneficial ownership: 33,405,047 shares of Series A Common Stock Ownership percentage: 20.83% Series A shares outstanding: 126,937,933 shares +5 more

8 metrics

Beneficial ownership 33,405,047 shares of Series A Common Stock Beneficially owned by Shopify Strategic Holdings 3 LLC and Shopify Inc. as of the amendment

Ownership percentage 20.83% Percentage of Klaviyo’s outstanding Series A Common Stock represented by the 33,405,047 beneficially owned shares

Series A shares outstanding 126,937,933 shares Klaviyo Series A Common Stock outstanding as of July 31, 2026, from Klaviyo’s Form 10-Q

Series B Common Stock held 17,317,491 shares Series B Common Stock held directly by Shopify Strategic Holdings 3 LLC, convertible 1:1 into Series A

Warrants scheduled to vest 344,382 Warrants Warrants held by Shopify Strategic Holdings 3 LLC that will vest and become exercisable on October 28, 2026

Investment Option size 15,743,174 shares of Series B Common Stock Shares of Series B Common Stock underlying the Investment Option held by Shopify Strategic Holdings 3 LLC

Shared voting power 33,405,047 shares Shares over which the reporting persons have shared voting and dispositive power

Recent warrant vesting tranches 344,383; 344,381; 344,383 Warrants Warrants vesting on January 28, April 28, and July 28, 2026, respectively

Key Terms

beneficial ownership, Series B Common Stock, Investment Option, Warrants, +1 more

5 terms

beneficial ownership financial

"beneficially own 33,405,047 shares of Series A Common Stock, representing approximately beneficial ownership of 20.83%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Series B Common Stock financial

"17,317,491 shares of Series B Common Stock held directly by SSH 3"

Investment Option financial

"the Investment Option held by SSH 3, which is exercisable for an additional 15,743,174 Series B Common Stock"

Warrants financial

"344,382 Warrants held by SSH 3 that will vest and become exercisable"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Schedule 13D regulatory

"This Amendment No. 4 to the filed on December 11, 2023, as amended by Amendment No. 1"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

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

How much of Klaviyo, Inc. (KVYO) does Shopify currently beneficially own?

Shopify Strategic Holdings 3 LLC and Shopify Inc. report 33,405,047 beneficially owned Series A shares of Klaviyo, representing 20.83% of the outstanding Series A common stock, based on Klaviyo’s reported 126,937,933 Series A shares outstanding as of July 31, 2026.

What securities make up Shopify’s 33,405,047-share beneficial stake in KVYO?

The stake includes 17,317,491 Series B shares, 344,382 warrants that will vest into Series B shares on October 28, 2026, and an Investment Option for 15,743,174 additional Series B shares. Each Series B share is convertible one-for-one into Klaviyo Series A common stock.

What is the Series A share count used to calculate Shopify’s ownership in KVYO?

The ownership percentage is calculated using 126,937,933 outstanding Series A common shares of Klaviyo as of July 31, 2026, as disclosed in Klaviyo’s Form 10-Q filed on August 5, 2026, plus the as-converted shares underlying Shopify’s holdings.

Have Shopify’s Klaviyo warrants vested recently?

Yes. Warrants for 344,383, 344,381, and 344,383 shares vested on January 28, April 28, and July 28, 2026, respectively, and were exercised shortly thereafter. An additional 344,382 warrants are scheduled to vest on October 28, 2026.

Did Shopify exercise any Klaviyo-related warrants in 2026?

Shopify Strategic Holdings 3 LLC exercised vested warrants on January 29, 2026, April 28, 2026, and August 31, 2026, each time for an equal number of Klaviyo Series B common shares as the warrants that had just vested.

Does Shopify have sole or shared voting power over its KVYO stake?

The reporting persons disclose 0 shares with sole voting or dispositive power and 33,405,047 shares with shared voting and dispositive power, reflecting joint control over the reported Klaviyo position.

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

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Available on EDGAR 08/31/2026 - 05:41 PM EDT Accepted by SEC EDGAR 08/31/2026 - 05:40 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Klaviyo, Inc.

(Name of Issuer)

Series A Common Stock

(Title of Class of Securities)

49845K101

(CUSIP Number)

Shopify Strategic Holdings 3
112 North Curry St.,
Carson City, NV, 89703
6132416868

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 49845K101

1

Name of reporting person

Shopify Strategic Holdings 3 LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 33,405,047.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,405,047.00

11

Aggregate amount beneficially owned by each reporting person

33,405,047.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.83 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 49845K101

1

Name of reporting person

Shopify Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 33,405,047.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,405,047.00

11

Aggregate amount beneficially owned by each reporting person

33,405,047.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

20.83 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series A Common Stock
(b)	Name of Issuer: Klaviyo, Inc.
(c)	Address of Issuer's Principal Executive Offices: 125 Summer Street, 6th Floor, Boston, MASSACHUSETTS , 02110.
Item 1 Comment: Explanatory Note This Amendment No. 4 (the "Amendment No. 4") to the Schedule 13D filed on December 11, 2023, as amended by Amendment No. 1 filed on July 30, 2024, Amendment No. 2 filed on February 21, 2025, and Amendment No. 3 filed on November 14, 2025 (as amended, the "Schedule 13D"), is being filed to report changes in the beneficial ownership reported by the Reporting Persons due to (i) the vesting of 344,383, 344,381, 344,383 and 344,382 Warrants on January 28, April 28, July 28 and October 28, 2026, respectively, and (ii) changes in the total number of Series A Common Stock outstanding since the filing of Amendment No. 3 to the Schedule 13D. All items not described herein remain as previously reported in the Schedule 13D, and all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended by incorporating herein by reference the information set forth on the updated Annex A attached hereto.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended by adding the text below to the end of Item 3 of the Schedule 13D: On January 28, April 28, and July 28 2026, 344,383, 344,381 and 344,383 of the Warrants held by SSH 3, respectively, vested and became exercisable for an equal number of shares of Series B Common Stock. SSH 3 exercised these Warrants on January 29, April 28 and August 31, 2026, respectively. Additionally, 344,382 of the Warrants held by SSH 3 will vest and become exercisable for 344,382 shares of Series B Common Stock on October 28, 2026.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 is hereby amended and restated in its entirety as follows: As of the date hereof, SSH 3 and Shopify Inc. beneficially own 33,405,047 shares of Series A Common Stock, representing approximately beneficial ownership of 20.83% of the outstanding Series A Common Stock, consisting of: (i) 17,317,491 shares of Series B Common Stock held directly by SSH 3, (ii) 344,382 Warrants held by SSH 3 that will vest and become exercisable for 344,382 shares of Series B Common Stock on October 28, 2026 and (iii) the Investment Option held by SSH 3, which is exercisable for an additional 15,743,174 Series B Common Stock. Each share of Series B Common Stock is convertible into one share of Series A Common Stock at any time at the option of the holder thereof. Calculations of the percentage of the shares of Series A Common Stock beneficially owned by the Reporting Persons is based on (i) 126,937,933 shares of Series A Common Stock outstanding as of July 31, 2026, based on information set forth in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 5, 2026, (ii) 17,317,491 shares of Series A Common Stock issuable upon the conversion of Series B Common Stock held directly by SSH 3, where each share of Series B Common Stock is convertible into one share of Series A Common Stock, and (iii) 344,382 shares of Series A Common Stock issuable upon the conversion of Series B Common Stock underlying Warrants held by SSH 3 that will vest and become exercisable for 344,382 shares of Series B Common Stock on October 28, 2026 and (iv) the Investment Option held by SSH 3 to purchase 15,743,174 shares of Series B Common Stock, where each share of Series B Common Stock is convertible into one share of Series A Common Stock.
(b)	The number of shares as to which each Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition is set forth on rows 7 through 11 of the cover pages of this Amendment No. 4 and is incorporated herein by reference.
(c)	Except as set forth in this Schedule 13D, no transaction in Series A Common Stock has been effected by any of the Reporting Persons within the past 60 days.
(d)	To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Series A Common Stock reported herein as beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Annex A - Executive Officers and Directors of Shopify Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Shopify Strategic Holdings 3 LLC

Signature:	/s/ Jason Kilpela
Name/Title:	Jason Kilpela, Director
Date:	08/31/2026

Shopify Inc.

Signature:	/s/ Michael L. Johnson
Name/Title:	Michael L. Johnson, Secretary
Date:	08/31/2026