Klaviyo (KVYO) CLO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Klaviyo, Inc.'s Chief Legal Officer Edmond Landon reported RSU-related share activity in Series A and Series B Common Stock. On February 15 and 17, 2026, he converted a total of 22,500 shares of Series B Common Stock into an equal number of Series A shares in connection with RSU vesting.

In a separate transaction on February 15, 2026, 24,561 Series A shares were withheld at $18.60 per share to cover tax obligations tied to these RSUs, rather than being sold on the open market. Following these transactions, his holdings consist of 113,414 Series A shares and 228,407 unvested RSUs, each RSU representing a right to receive one Series A share upon vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Edmond Landon

(Last) (First) (Middle)

C/O KLAVIYO, INC.

125 SUMMER STREET, 6TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	02/15/2026		C(1)		11,448	A	(2)	355,330	D
Series A Common Stock	02/15/2026		F(3)		24,561	D	$18.6	330,769	D
Series A Common Stock	02/17/2026		C		11,052	A	(2)	341,821(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Common Stock	(2)	02/15/2026		C(1)			11,448	(2)	(2)	Series A Common Stock	11,448	$0	11,052	D
Series B Common Stock	(2)	02/17/2026		C			11,052	(2)	(2)	Series A Common Stock	11,052	$0	0	D

Explanation of Responses:

1. Represents 11,448 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

2. Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of Series A Common Stock and will automatically convert into one share of Series A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. The Series B Common Stock has no expiration date.

3. Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

4. Consists of (i) 113,414 shares of Series A Common Stock and (ii) 228,407 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Remarks:

	/s/ Landon Edmond	02/18/2026
	** Signature of Reporting Person	Date
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FAQ

What did Klaviyo (KVYO) executive Edmond Landon report on this Form 4?

Edmond Landon reported RSU-related share movements, including conversions of Series B Common Stock into Series A shares and shares withheld for taxes. These transactions reflect equity compensation vesting, not open-market buying or selling of Klaviyo stock by the Chief Legal Officer.

How many Klaviyo (KVYO) shares were converted between Series B and Series A?

A total of 22,500 shares of Klaviyo’s Series B Common Stock were converted into 22,500 shares of Series A Common Stock. The conversions were tied to the vesting and settlement of restricted stock units and occurred on February 15 and February 17, 2026.

Why were 24,561 Klaviyo (KVYO) shares withheld in Edmond Landon’s Form 4?

24,561 shares of Klaviyo Series A Common Stock were withheld by the company to satisfy tax withholding obligations from RSU vesting. This tax-withholding disposition is recorded at $18.60 per share and does not represent an open-market sale by the executive.

What are the RSUs mentioned in the Klaviyo (KVYO) Form 4 filing?

The RSUs are awards under Klaviyo’s 2023 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock upon vesting and settlement, forming part of the Chief Legal Officer’s equity-based compensation package.

How many Klaviyo (KVYO) shares and RSUs does Edmond Landon hold after these transactions?

After the reported transactions, Edmond Landon’s equity position consists of 113,414 shares of Series A Common Stock and 228,407 unvested RSUs. Each RSU can deliver one additional Series A share to him upon future vesting and settlement, subject to the plan’s terms.

Does this Klaviyo (KVYO) Form 4 show open-market buying or selling by the CLO?

The filing shows derivative conversions and tax-withholding dispositions, not open-market trades. Shares of Series B converted into Series A in connection with RSU vesting, and certain Series A shares were withheld by Klaviyo to cover related tax obligations, instead of being sold on the market.