Klarna Group plc 2026年年度报告和过渡报告

(Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended toDecember 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from ______________ to ______________OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Klarna Group plc Niclas NeglénChief Financial Officerinvestorrelations@klarna.com10 York Road,London, SE1 7NDUnited Kingdom 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 stockas 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 theSecurities Act.YesNo If this report is an annual or transition report, indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes 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 periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes 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,"acceleratedfiler,” 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 theextended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’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 thatprepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements. TABLE OF CONTENTS Part I Item 1. Identity of Directors, Senior Management and Advisers1Item 2. Offer Statistics and Expected Timetable2Item 3. Key Information3Item 4. Information on the Company77Item 4A. Unresolved Staff Comments130Item 5. Operating and Financial Review and Prospects130Item 6. Directors, Senior Management and Employees201Item 7. Major Shareholders and Related Party Transactions214Item 8. Financial Information217Item 9. The Offer and Listing218Item 10. Additional Information219Item 11. Quantitative and Qualitative Disclosures About Market Risk239Item 12. Description of Securities Other than Equity Securities244 Part II Item 13. Defaults, Dividend Arrearages and Delinquencies245Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds246Item 15. Controls and Procedures247Item 16. [Reserved]248Item 16A. Audit committee financial expert248Item 16B. Code of Ethics248Item 16C. Principal Accountant Fees and Services248Item 16D. Exemptions from the Listing Standards for Audit Committees249Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers249Item 16F. Change in Registrant's Certifying Accountant249Item 16G. Corporate Governance249Item 16H. Mine Safety Disclosure252Item 16L. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections252Item 16J. Insider trading policies252Item 16K. Cybersecurity252 Part III Item 17. Financial Statements254Item 18. Financial Statements255Item 19. Exhibits255Signatures257Glossary of terms258INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Part I Item 1. Identity of Directors, Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information A.[Reserved.]B.Capitalization a