[144] Klaviyo, Inc. SEC Filing

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) notice reports a proposed sale of 7,105 common shares through Morgan Stanley Smith Barney with an aggregate market value of $221,604.95, and lists total common shares outstanding of 116,897,730. The shares were acquired as Restricted Stock Units on 08/15/2025. The filer also disclosed three recent 10b5-1 sales by the same person totaling 21,263 shares on 06/16/2025, 07/15/2025 and 08/18/2025 with combined gross proceeds shown. The filing includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Transparent disclosure of proposed sale specifics (shares, broker, market value, planned date).
• RSU acquisition and sale details are reported, including acquisition date and payment information.
• Prior 10b5-1 sales disclosed, indicating sales were conducted under a pre-arranged plan.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Rule 144 notice for RSU-originated shares; recent 10b5-1 sales indicate systematic disposition, not a material company event.

The Form 144 documents a proposed sale of 7,105 shares derived from Restricted Stock Units acquired on 08/15/2025 and lists the execution broker and estimated market value. In isolation this quantity represents a de minimis portion of the 116.9 million shares outstanding (<0.01%), so the transaction is unlikely to affect market supply or valuation materially. The inclusion of three prior 10b5-1 sales totaling 21,263 shares shows the holder has been disposing shares under a pre-arranged plan. For investors, this is a transparency disclosure rather than a signal of company performance.

Corporate Governance Expert

TL;DR: Standard insider disclosure; compliance with Rule 144 and reporting of 10b5-1 sales reflect procedural adherence.

The filing provides required details: acquisition date, nature (RSUs), broker, intended sale date (09/15/2025), and recent sales under a 10b5-1 program. The representation about absence of undisclosed material information is customary. No governance red flags are evident from the notice alone since it contains procedural information without operational or financial claims about the issuer. Absent additional context, this is a routine insider liquidity event.

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
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	7105	221604.95	116897730	09/15/2025	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 *
Common	08/15/2025	Restricted Stock Units	Issuer			7105	08/15/2025	N/A

* 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

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for STEPHEN ROWLAND 125 Summer Street, 6th Floor Boston MA 02110	Common	08/18/2025	7105	223528.27
10b5-1 Sales for STEPHEN ROWLAND 125 Summer Street, 6th Floor Boston MA 02110	Common	07/15/2025	7079	223446.27
10b5-1 Sales for STEPHEN ROWLAND 125 Summer Street, 6th Floor Boston MA 02110	Common	06/16/2025	7079	244619.43

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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 does the Form 144 for KVYO disclose?

The Form 144 discloses a proposed sale of 7,105 common shares through Morgan Stanley Smith Barney with an aggregate market value of $221,604.95 and lists shares outstanding as 116,897,730.

When were the reported shares acquired?

The shares were acquired as Restricted Stock Units on 08/15/2025 and the filing lists the acquisition and payment date as 08/15/2025.

Are there recent related sales by the same person?

Yes. The filing lists three 10b5-1 sales on 06/16/2025, 07/15/2025, and 08/18/2025 totaling 21,263 shares with gross proceeds shown for each sale.

What broker will execute the planned sale?

Morgan Stanley Smith Barney LLC is identified as the broker for the proposed sale scheduled for 09/15/2025.

Does this Form 144 indicate undisclosed material information?

No. The signer represents they do not know any material adverse information that has not been publicly disclosed; the filing contains no operational or financial claims about the issuer.