Klarna Group plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

OR

For the Fiscal Year Ended to December 31, 2025

OR

For the transition period from ______________ to ______________

OR

Date of event requiring this shell company report:

Commission file number 001-42832

Klarna Group plc

Niclas Neglén

Chief Financial Officer

investorrelations@klarna.com

10 York Road,

London, SE1 7ND

United Kingdom

(Name, E-mail and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Total ordinary share capital outstanding:377,507,910

Securities registered or to be registered pursuant to Section 12(g) of the Act.

N/A

(Title of class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

N/A

(Title of class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock

as of the close of the period covered by the annual report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the

Securities Act.

Yes o No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to

file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13

or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period

that the registrant was required to file such reports), and (2) has been subject to such filing requirements

for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File

required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the

preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-

accelerated filer, or an emerging growth company. See definition of “large accelerated filer,"accelerated

filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the

extended transition period for complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act.

o

Indicate by check mark whether the registrant has filed a report on and attestation to its

management’s assessment of the effectiveness of its internal control over financial reporting under

Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that

prepared or issued its audit report.

o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the

financial statements of the registrant included in the filing reflect the correction of an error to previously

issued financial statements.

o

Indicate by check mark whether any of those error corrections are restatements that required a

recovery analysis of incentive-based compensation received by any of the registrant’s executive officers

during the relevant recovery period pursuant to §240.10D-1(b).

o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial

statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which

financial statement item the registrant has elected to follow.

o Item 17 o Item 18

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yeso Nox

TABLE OF CONTENTS

KLARNA GROUP PLC 1