Form SCHEDULE 13G Klarna Group plc Filed by: Siemiatkowski Sebastian
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Klarna Group plc (Name of Issuer) |
Ordinary Shares, $0.0001 nominal value (Title of Class of Securities) |
G5279N105 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | G5279N105 |
| 1 | Names of Reporting Persons
Siemiatkowski Sebastian | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWEDEN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,555,512.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.49 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Sole Voting Power and Sole Dispositive Power shown in Boxes 5 and 7:
The number of ordinary shares is comprised of (i) 24,564,396 ordinary shares held by Double Sunday AB, (ii) 87,420 ordinary shares held by Flat Capital AB (publ), (iii) 962,460 ordinary shares issuable upon the exercise of options to acquire ordinary shares held by Mr. Siemiatkowski that are currently exercisable, and (iv) 2,941,236 ordinary shares issuable upon the exercise of Class C options to acquire ordinary shares held by Mr. Siemiatkowski that are currently exercisable. Mr. Siemiatkowski controls Double Sunday AB and Flat Capital AB (publ) and as such, he may be deemed to have voting and dispositive power with respect to the shares held by such entities.
On October 30, 2025, Flat Capital AB (publ) acquired all of the shares held by Double Sunday AB.
Under the beneficial ownership rules, the number of ordinary shares beneficially owned by Mr. Siemiatkowski as reported herein does not include ordinary shares issuable upon the vesting of restricted stock units or the exercise of options and warrants that are subject to vesting, settlement or exercise conditions that are not expected to occur within 60 days from September 30, 2025.
Percent of Class Represented by Amount shown in Box 11:
The percentage of ownership set forth above is based on 377,255,045 ordinary shares outstanding as of September 30, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Klarna Group plc | |
| (b) | Address of issuer's principal executive offices:
10 York Road, SE1 7ND London, United Kingdom | |
| Item 2. | ||
| (a) | Name of person filing:
Sebastian Siemiatkowski | |
| (b) | Address or principal business office or, if none, residence:
c/o Klarna Group plc, 10 York Road, SE1 7ND London, United Kingdom | |
| (c) | Citizenship:
Swedish | |
| (d) | Title of class of securities:
Ordinary Shares, $0.0001 nominal value | |
| (e) | CUSIP No.:
G5279N105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
28,555,512 ordinary shares
Additionally, Mr. Siemiatkowski beneficially owns 24,651,816 Class B shares. Each Class B share is entitled to 10 votes per share. Class B shares are not transferable and are not exchangeable for or convertible into ordinary shares. Following certain transfers of interests in ordinary shares by holders of Class B shares or their affiliates, a related number of Class B shares will automatically convert into deferred shares, which have no voting rights. Class B shares automatically convert into deferred shares in certain other circumstances as well. | |
| (b) | Percent of class:
7.49% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
28,555,512 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
28,555,512 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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