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.

