SCHEDULE: Shopify Boosts Klaviyo Stake to 18.85% via Warrant Exercise

Shopify Strategic Holdings 3 LLC and Shopify Inc. increased their beneficial ownership in Klaviyo, Inc. to 18.85% through the vesting and exercise of warrants.

Summary

• Shopify Strategic Holdings 3 LLC (SSH 3) and Shopify Inc. now beneficially own 32,027,518 shares of Klaviyo, Inc.'s Series A Common Stock.
• This represents approximately 18.85% of the outstanding Series A Common Stock.
• The increase in ownership is due to the vesting and exercise of warrants held by SSH 3.
• Specifically, 344,382 warrants vested and were exercised on April 28, 2025, 344,383 warrants vested and were exercised on July 28, 2025, and 344,381 warrants vested on October 28, 2025, and were exercised on November 14, 2025.
• The total beneficial ownership includes 16,284,344 shares of Series B Common Stock held directly by SSH 3 and an Investment Option for an additional 15,743,174 Series B Common Stock, each convertible into one Series A Common Stock.
• The percentage of ownership is calculated based on 137,856,147 shares of Series A Common Stock outstanding as of October 31, 2025, as reported in Klaviyo's Form 10-Q filed on November 5, 2025.

Sentiment

Score: 6

Explanation: The filing reports a procedural update on beneficial ownership, which is generally neutral. However, the increase in stake by a strategic partner like Shopify can be interpreted as a positive signal of confidence in Klaviyo's long-term value and strategic importance, leaning slightly positive.

Positives

• Shopify's increased beneficial ownership in Klaviyo, reaching 18.85%, signals continued strategic confidence and commitment from a key industry partner.
• The exercise of warrants demonstrates Shopify's conversion of its investment options into direct equity, reinforcing its long-term stake in Klaviyo.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding Klaviyo's future financial performance or operational outlook.

Industry Context

Shopify, a leading e-commerce platform, increasing its stake in Klaviyo, a marketing automation platform specializing in e-commerce, reinforces the strategic alignment and potential for deeper integration between the two companies. This move highlights the continued importance of robust marketing and customer engagement tools within the competitive e-commerce ecosystem.

Related Party Transactions

• The vesting and exercise of warrants by Shopify Strategic Holdings 3 LLC, an affiliate of Shopify Inc. (a significant shareholder), to acquire additional shares of Klaviyo, Inc. constitutes a related party transaction.

Stakeholder Impact

• Shareholders of Klaviyo may view Shopify's increased stake as a vote of confidence from a major strategic partner, potentially bolstering investor sentiment.
• The continued strategic alignment could lead to enhanced collaboration or integration between Klaviyo and Shopify, potentially benefiting customers of both platforms.

Key Dates

Recommendation

The filing indicates a strategic partner, Shopify, has increased its beneficial ownership in Klaviyo through warrant exercises. This signals continued confidence in Klaviyo's long-term prospects from a key industry player. While not a direct financial performance update, the increased stake from a strategic partner is generally a positive indicator, suggesting a 'hold' for current investors to monitor future developments and a 'hold' for potential investors to conduct further due diligence.

Keywords

Klaviyo, Shopify, Beneficial Ownership, Schedule 13D/A, Warrants, Series A Common Stock, Series B Common Stock, Investment Option, Equity Stake, Strategic Investment