[144] Klaviyo, Inc. SEC Filing

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) filed a Form 144 reporting a proposed sale of 1,476,104 Series A common shares, with an aggregate market value of $49,006,652.80. The shares represent a portion of the company's 116,897,730 outstanding shares and are slated for sale on or about 09/08/2025 through Barclays Capital Inc. The filing states these shares were acquired 09/20/2023 in pre-IPO transactions from Klaviyo, Inc., totaling 20,086,500 shares acquired then, with equity interests purchased pre-IPO as the form of payment. The filer affirms they are unaware of undisclosed material adverse information regarding the issuer.

Positive

• Transparent disclosure of the proposed sale amount, broker, acquisition date, and origin (pre-IPO from the issuer)
• Sale routed through a major broker (Barclays Capital Inc.), suggesting an orderly disposition process

Negative

• Significant pre-IPO holder is selling a meaningful block (1,476,104 shares) which could increase supply in the market
• Filing provides no context on the seller's ongoing ownership intentions or whether this sale is part of a broader plan

Insights

Securities Analyst

TL;DR: Disclosure shows a planned sale of roughly 1.26% of outstanding shares via an institutional broker; appears routine and thus likely neutral for the stock.

The Form 144 discloses a proposed sale of 1,476,104 Series A shares valued at $49.0 million, to occur through Barclays on 09/08/2025. The shares were acquired in a pre-IPO transaction on 09/20/2023 from the issuer, indicating an insider or early-holder liquidity event rather than a market surprise. The filing contains no information about concurrent sales in the prior three months and includes the required representational statement about material nonpublic information. Based solely on the filing, there is no indication of regulatory issues or unexpected departures; the size of the sale is modest relative to total shares outstanding.

Corporate Governance Expert

TL;DR: Governance disclosure is complete for a Rule 144 sale; filing signals compliance and planned orderly disposition through a broker.

The notice documents compliance with Rule 144 filing requirements, identifying the broker (Barclays) and the acquisition source (pre-IPO purchase from Klaviyo, Inc.). The filer makes the statutory representation about lack of undisclosed material adverse information and no recent related sales were reported. From a governance perspective, the filing demonstrates procedural transparency for an insider or affiliated-party sale, but provides no additional governance or control-change details.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Series A common stock, par value $0.001 per share	Barclays Capital Inc. 745 7th Avenue New York NY 10019	1476104	49006652.80	116897730	09/08/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Series A common stock, par value $0.001 per share	09/20/2023	Pre-IPO transactions.	Klaviyo, Inc.			20086500	09/20/2023	Equity interests in the Issuer were purchased pre-IPO.

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares did Klaviyo (KVYO) disclose for sale on Form 144?

The filing reports a proposed sale of 1,476,104 Series A common shares through Barclays Capital Inc.

How much is the proposed sale worth in Klaviyo's Form 144?

The aggregate market value reported is $49,006,652.80 for the 1,476,104 shares.

When were the securities being sold by KVYO acquired?

The securities were acquired on 09/20/2023 in pre-IPO transactions from Klaviyo, Inc., totaling 20,086,500 shares originally acquired.

When is the approximate sale date listed in the Form 144 for KVYO?

The approximate date of sale is listed as 09/08/2025.

Who is acting as the broker for the proposed Klaviyo share sale?

The broker named in the filing is Barclays Capital Inc. located in New York.

Does the Form 144 report any securities sold by the filer in the past three months?

No; the filing states "Nothing to Report" for securities sold during the past three months.