[8-K] Klaviyo, Inc. Reports Material Event

Rhea-AI Filing Summary

Cushman & Wakefield plc (CWK) Form 4: Non-employee director Timothy H. Wennes was granted 11,873 restricted stock units (RSUs) on 01-Aug-2025 under the company’s 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan. Each RSU converts 1-for-1 into ordinary shares.

The RSUs carry a $0 exercise price and will vest and settle on the first anniversary of the grant date, provided Wennes remains on the board. After this transaction he holds 11,873 derivative securities; no open-market purchase or sale occurred, so cash outlay and immediate dilution are zero.

The filing reflects routine director compensation intended to align board and shareholder interests. Because it does not represent a discretionary insider buy or material share issuance, the near-term market impact is considered neutral.

Positive

• 11,873 RSUs granted to a board member, modestly increasing potential insider ownership.
• One-year vesting encourages director retention and long-term alignment with shareholders.

Negative

• Grant is not a cash purchase; therefore it lacks the confidence signal of insider buying and has no immediate capital inflow to the company.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU grant; aligns incentives, minimal investor impact.

The Form 4 shows Cushman & Wakefield awarding 11,873 RSUs to director Timothy H. Wennes. The award vests in 12 months, reinforcing board retention and share-price alignment. No cash changed hands and shares are not issued until vesting, so dilution is negligible against the company’s large float. Such scheduled grants are standard practice and do not carry the bullish signal of an open-market purchase. Accordingly, the disclosure is governance-neutral and unlikely to influence valuation or trading volumes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

___________________________________

Date of Report (Date of earliest event reported): August 5, 2025

Klaviyo, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-41806 (Commission File Number)			46-0989964 (IRS Employer Identification Number)
125 Summer Street, 6th Floor, Boston, MA						02110
(Address of Principal Executive Offices)						(Zip Code)
(617) 213-1788
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Series A common stock, par value $0.001 per share			KVYO			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition

On August 5, 2025, Klaviyo, Inc. issued a press release announcing financial results for the second quarter ended June 30, 2025. A copy of the release is furnished with this report as Exhibit 99.1.

The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.			Description
99.1			Press Release issued by Klaviyo, Inc. dated August 5, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 5th day of August, 2025.

KLAVIYO, INC.
By:			/s/ Amanda Whalen
Name:			Amanda Whalen
Title:			Chief Financial Officer

FAQ

How many RSUs did Timothy H. Wennes receive according to CWK's Form 4?

The filing reports a grant of 11,873 restricted stock units.

When do the RSUs granted to CWK director Wennes vest?

They vest and settle one year after the 01-Aug-2025 grant date, subject to continued board service.

Did the director purchase CWK shares with cash?

No. The transaction is an equity grant at $0 cost, not an open-market purchase.

What is the conversion ratio for the RSUs reported in the Form 4?

Each RSU converts on a 1-for-1 basis into an ordinary share of Cushman & Wakefield.

Does this Form 4 indicate a significant change in insider ownership at CWK?

No material change; the grant adds potential future shares but is routine director compensation.