[144] Klaviyo, Inc. SEC Filing

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) filed a Form 144 reporting a proposed sale of 2,364,090 shares of Series A common stock through Barclays Capital, with an aggregate market value of $78,487,788. The notice lists the number of outstanding shares as 116,897,730 and an approximate date of sale of 09/08/2025.

The filing states these shares were acquired in pre-IPO transactions on 09/20/2023 from Klaviyo, Inc., totaling 32,170,006 shares acquired on that date. No securities sales in the past three months were reported, and the filer affirms there is no undisclosed material adverse information.

Positive

• Full transparency on broker, share count, and aggregate market value for the proposed sale
• Source of shares disclosed as pre-IPO acquisition on 09/20/2023, clarifying provenance
• No sales in prior three months reported, indicating this is a discrete sale notice rather than a frequent disposal

Negative

• Large notional amount of proposed sale: $78,487,788 could increase free float upon execution
• Planned sale represents ~2.0% of stated outstanding shares, which may affect short-term supply-demand dynamics

Insights

Securities Analyst

TL;DR Large registered sale noted: ~2.36M shares worth ~$78.5M scheduled via Barclays on 09/08/2025.

The filing transparently identifies the broker, share count, and market value for a proposed registered sale of Series A common stock. The block represents roughly 2.0% of the stated outstanding shares, indicating limited dilution risk but a meaningful increase in available float when sold. The shares were acquired pre-IPO on 09/20/2023, which clarifies provenance and satisfies Rule 144 reporting requirements. Absence of sales in the prior three months suggests this is a new liquidation event rather than an ongoing pattern.

Corporate Governance Expert

TL;DR The Form 144 meets disclosure norms; it notifies market of a significant registered sale without alleging undisclosed material facts.

The filer includes required representations about lacking undisclosed material adverse information and discloses the pre-IPO acquisition source. Identification of the broker and planned sale date supports orderly market execution. From a governance perspective, the filing provides appropriate transparency about an insider-related liquidity event, but does not by itself indicate corporate governance or operational concerns.

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	2364090	78487788.00	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.			32170006	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 does Klaviyo (KVYO) Form 144 report?

It reports a proposed sale of 2,364,090 Series A shares via Barclays with aggregate market value of $78,487,788 and an approximate sale date of 09/08/2025.

Who is the broker named in the filing?

Barclays Capital Inc. is listed as the broker for the proposed sale.

When and how were the shares being sold acquired?

The shares were acquired pre-IPO on 09/20/2023 from Klaviyo, Inc., totaling 32,170,006 shares acquired on that date.

Does the filing report recent sales in the past three months?

No. The Form 144 states "Nothing to Report" for securities sold during the past three months.

How large is the proposed sale relative to outstanding shares?

The proposed 2,364,090 shares represent approximately 2.0% of the 116,897,730 shares stated as outstanding in the filing.