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Deal analysis · Retail tech

Klarna: USD 1.37 billion NYSE IPO and USD 2 billion forward-flow facility with Elliott

Klarna placed 34.3 million shares at USD 40 on the NYSE and six months later expanded its forward-flow agreement with Elliott to USD 2 billion; a US reference on how BNPL separates equity capital from loan-book funding.

By Jorge González Gasque ( LinkedIn opens in a new window ) · · 5 min read

Klarna priced its initial public offering on 9 September 2025, began trading on the New York Stock Exchange on the 10th under the ticker KLAR and closed the offering on the 11th. It is a US transaction that we analyse as a reference for Mexico: it shows how the public market values a buy now, pay later (BNPL) operator that originates credit at the point of sale, and how that operator funds its loan book off balance sheet.

The transaction

The offering comprised 34,311,274 ordinary shares at USD 40.00. Klarna sold 5,000,000 shares and selling shareholders 29,311,274. Gross proceeds were about USD 1.37 billion: about USD 200 million primary and about USD 1.17 billion secondary. Goldman Sachs, J.P. Morgan and Morgan Stanley acted as lead bookrunners.

The stock closed its first day at around USD 46, 15% above the offer price, with a valuation of USD 17.4 billion according to FinTech Weekly, against USD 45 billion in the 2021 private round and USD 6.7 billion in the 2022 down round. In the second quarter of 2025 Klarna reported revenue of USD 823 million and a net loss of USD 52 million; about 75% of revenue comes from fees and 25% from interest. GMV for the twelve months to 30 June 2025 was USD 112 billion.

On 24 March 2026 Klarna expanded its forward-flow agreement with Elliott funds to USD 2 billion, over three years, to support up to USD 17 billion of loans originated in the United States; the previous agreement, from November 2025, was USD 1 billion.

Value drivers

Fee revenue, not interest revenue. Three quarters of revenue is fees. In our reading, that mix allows the public market to value Klarna closer to a payments network than to a consumer bank, even with a net loss.

Secondary over primary. Only USD 200 million of the USD 1.37 billion went into the company. The IPO was mainly a liquidity window for shareholders after the 2022 down round.

Off-balance-sheet funding. The forward flow with Elliott allows the US book to grow without proportional equity. In our reading, it is the necessary complement so that a network multiple is not diluted by a credit balance sheet.

Network scale. What is being bought is the network: 111 million active consumers and 790,000 merchants in 26 countries. By our calculation, the USD 17.4 billion valuation equals about 0.16x trailing twelve-month GMV.

What the market is signalling

For point-of-sale credit originators in Mexico, the signal is twofold. First, the public market rewards the share of fee revenue and penalises the balance sheet: a BNPL that looks like a bank is valued like a bank. Second, private credit buys BNPL receivables on a forward-flow basis; Affirm closed a similar agreement with New York Life in October 2025 for up to USD 750 million in outstanding balance.

In Mexico, Mercado Libre invested USD 1,730 million in its credit portfolio in the third quarter of 2025. In our reading, for a Mexican BNPL the relevant comparable is not Klarna’s valuation but its structure: fee revenue in the equity and receivables sold to a private credit buyer.

G2’s reading for a mandate

An equity mandate for a BNPL in Mexico should run a loan-book funding process in parallel: the lead investor’s term sheet is negotiated better when a forward-flow or warehouse letter of intent exists to show that growth will not consume the capital raised. In our reading, Klarna’s sequence, public equity in September and an expanded forward flow in March, is the order an investment committee expects to see in the plan.

Sources

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