Klarna Group Plc Clarifies Mechanics of March 9 Lock-Up Expiration
Klarna Group plc (NYSE:KLAR) today issues the following clarification to ensure investors and market participants have accurate information regarding the mechanics of its lock-up expiration on March 9, 2026, the processes required before pre-IPO shares can be traded on the NYSE, and the prior liquidity opportunities already available to shareholders. This release contains only factual descriptions of the Company's share structure and applicable processes. It does not constitute guidance or a projection of any kind regarding future trading volumes, share price, or the intentions of any shareholder and speaks only as of the date of this press release.
1. 335 million locked-up shares — but two different categories
Of the 378 million total ordinary shares outstanding, approximately 335 million are subject to lock-up restrictions expiring March 9, 2026. However, these shares fall into two distinct categories governed by separate sets of regulations.
A. 159 million shares (48% of locked-up shares) Depository receipt holders:
(i) ~97 million shares (30% of locked-up shares) — affiliate holders held through depositary receipts
Approximately 97 million shares (29% of all locked-up shares) are held by affiliates of the Company — a legal category that includes certain major institutional shareholders, executive officers, and members of the Board of Directors. Affiliate holders are subject to ongoing trading volume restrictions under Rule 144 of the US Securities Act that exist independently of, and are not removed by, the expiration of the IPO lock-up. Any affiliate wishing to sell shares is required to file the appropriate forms with the SEC concurrently with the placing of an order to execute a sale. As of the date of this release, no such filings have been made by any affiliate of the Company.
(ii) ~62 million shares (18% of lock-up shares) - non-affiliate shareholders held through depositary receipts
Approximately 62 million shares (18% of all locked-up shares) are held by non-affiliate shareholders of the Company through depositary receipts. These holders have elected to hold Depositary Receipts — a choice that allows them to retain their Class B share voting rights. Class B shares carry ten votes per share, compared to one vote per share for the Class A ordinary shares traded on the NYSE. Conversion to Depositary Receipts means these shares are not being transferred to broker-dealer accounts for open-market trading.
B. ~177 million shares — non-affiliate holders. The remaining approximately 177 million shares are held by non-affiliate pre-IPO shareholders whose lock-up expires March 9. Because Klarna Group plc is incorporated in England and Wales, pre-IPO ordinary shares are not held in DTC-eligible form. Before any such share can be sold through a US broker-dealer other than Computershare, the holder must complete a conversion process administered by Computershare, Klarna's transfer agent, involving the submission of a Letter of Transmittal. We are advised that Computershare's minimum processing time following receipt of a completed Letter of Transmittal is approximately 7 to 10 business days.
2. Status of the 177 million shares
3 million shares (1% of the 335 million) - Extended lock-up
Employees who received shares less than 6 months before the IPO hold what are known as "restricted securities" under the Securities Act of 1933. These shares carry a restrictive legend and cannot be freely transferred to a broker or sold publicly until certain conditions are met.
82 million shares (25% of the 335 million) — conversion process not initiated. These holders have not yet submitted a Letter of Transmittal to Computershare. Their shares cannot be transferred to a brokerage account until they do so and Computershare completes processing — a minimum of approximately 7 to 10 business days from submission. Holders who take no action with Computershare will continue to hold their shares in pre-IPO form and retain their existing share rights.
17 million shares (5%) — holders have elected to retain high-vote shares, not sell. These holders have submitted a Letter of Transmittal and elected to convert into Depositary Receipts — a choice that allows them to retain their Class B share voting rights. Class B shares carry ten votes per share, compared to one vote per share for the Class A ordinary shares traded on the NYSE. Conversion to Depositary Receipts means these shares are not being transferred to broker-dealer accounts for open-market trading.
25 million shares (7%) - transmittal received by Computershare. These holders have submitted a Letter of Transmittal yet to be processed by Computershare. These shares may become available for trading upon settlement. We cannot speak to the trading intentions of any of these holders.
50 million shares (15%) - transmittal received by Computershare and have opted to transfer to broker. These shares may become available for trading upon settlement. We cannot speak to the trading intentions of any of these holders.
3. The B-share voting right disincentive
Any pre-IPO shareholder who has not yet submitted a Letter of Transmittal holds Class B ordinary shares carrying ten votes per share. Initiating the conversion process to a broker-dealer account results in the permanent and irrevocable loss of Class B voting rights. This is a material structural consideration for any long-term shareholder independently of any trading intention.
4. Employees already had the opportunity to sell at IPO
Coverage suggesting that Monday represents the first opportunity for Klarna insiders and employees to sell is inaccurate. In connection with the September 2025 IPO, Klarna facilitated a liquidity programme under which employees holding vested RSUs were permitted to convert those awards into tradable ordinary shares and sell them shortly after trading commenced in the IPO, explicitly exempt from the standard six-month IPO lock-up. Employees were permitted to sell through September 30, 2025, with trading thereafter available during quarterly windows.
Additionally, during the IPO, existing shareholders sold 34.4m shares at $40.00 per ordinary share.
Shareholders who wished to realise liquidity have had multiple prior opportunities to do so. March 9, 2026 is not the first opportunity for pre-IPO shareholders to sell.
5. Summary
- Depository receipts (affiliate and non-affiliate): ~159M shares (48%)
- Letter of Transmittal not submitted: ~82M shares (24%)
- Elected Depositary Receipts: ~17M shares (5%)
- Opted to transfer to broker: ~50M shares (15%)
- To be processed by Computershare: ~25M shares (7%)
- Extended employee lock-up: ~3M shares (1%)
- Total: 335M shares (100%)
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws. These statements include, but are not limited to, statements regarding our future financial performance, share structure and applicable processes, business strategy, growth objectives, market opportunities, operational plans, including the outcome of legal cases. Words such as "believe," "expect," "anticipate," "intend," "plan," "will," "may," "could," "estimate," and similar expressions identify forward-looking statements.
These forward-looking statements are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied, including risks related to:
- Our ability to retain and grow consumer and merchant relationships;
- Competition and technological developments;
- Regulatory compliance and licensing requirements;
- Our ability to achieve expected benefits from our funding arrangements;
- Credit risk management and funding availability;
- General economic conditions and market volatility; and
- Our ability to expand into new markets and products.
Forward-looking statements reflect our views as of the date of this release and are based on information currently available to us. We undertake no obligation to update any forward-looking statements, except as required by law. Actual results may differ materially from those anticipated. Investors should not place undue reliance on these forward-looking statements and should review the risk factors in our filings with the SEC for a more complete discussion of risks.
About Klarna
Klarna is a global digital bank and flexible payments provider. With over 118 million global active Klarna users and 3.4 million transactions per day, Klarna's AI-powered payments and commerce network is empowering people to pay smarter with a mission to be available everywhere for everything. Consumers can pay with Klarna online, in-store and through Apple Pay & Google Pay. More than 966,000 retailers trust Klarna's innovative solutions to drive growth and loyalty, including Uber, H&M, Saks, Sephora, Macy's, Ikea, Expedia Group, Nike and Airbnb. Klarna is listed on the New York Stock Exchange (NYSE:KLAR). For more information, visit Klarna.com.
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