Klaviyo (KVYO) CFO Amanda Whalen trades under 10b5-1 plan in January sale

Rhea-AI Filing Summary

Klaviyo, Inc.’s Chief Financial Officer Amanda Whalen reported a series of equity transactions in company stock. On January 15, 2026, she converted 4,045 shares of Series B Common Stock into 4,045 shares of Series A Common Stock at no cost, consistent with the Series B shares’ 1‑for‑1 convertibility and lack of expiration.

That same day, she sold 7,826 Series A shares at a weighted average price of $26.08 and 6,174 Series A shares at a weighted average price of $25.52, all under a pre‑arranged Rule 10b5‑1 trading plan adopted on August 21, 2025. Following these transactions, she beneficially owned 42,687 shares of Series A and 399,532 unvested RSUs tied to Series A, as well as 235,543 shares of Series B and 109,375 unvested RSUs tied to Series B.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

X

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^*

Whalen Amanda

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		C(1)		4,045	A	(2)	456,219	D
Series A Common Stock	01/15/2026		S(1)		7,826	D	$26.08(3)	448,393	D
Series A Common Stock	01/15/2026		S(1)		6,174	D	$25.52(4)	442,219(5)	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)	01/15/2026		C(1)			4,045	(2)	(2)	Series A Common Stock	4,045	$0	344,918(6)	D

Explanation of Responses:

1. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2025.

2. Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time at the option of the holder into one share of the Issuer's Series A Common Stock, par value $0.001 per share ("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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.78 to $26.73 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.295 to $25.68 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Consists of (i) 42,687 shares of Series A Common Stock and (ii) 399,532 unvested restricted stock units ("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.

6. Consists of (i) 235,543 shares of Series B Common Stock and (ii) 109,375 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.

Remarks:

	/s/ Landon Edmond, Attorney-in-Fact	01/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Klaviyo (KVYO) disclose for CFO Amanda Whalen?

The filing shows that CFO Amanda Whalen converted 4,045 Series B shares into 4,045 Series A shares and then sold two blocks of Series A Common Stock on January 15, 2026 under a Rule 10b5‑1 trading plan.

How many Klaviyo Series A shares did the CFO sell and at what prices?

On January 15, 2026, she sold 7,826 Series A shares at a weighted average price of $26.08 and 6,174 Series A shares at a weighted average price of $25.52, in multiple trades within the disclosed price ranges.

What is the relationship between Klaviyo’s Series B and Series A Common Stock?

Each share of Series B Common Stock is convertible at any time into one share of Series A Common Stock at the holder’s option and will automatically convert upon certain events described in the company’s certificate of incorporation. The Series B shares have no expiration date.

Were the Klaviyo CFO’s trades part of a Rule 10b5-1 plan?

Yes. The transactions were effected under a Rule 10b5‑1 trading plan that Amanda Whalen adopted on August 21, 2025, as disclosed in the footnotes.

How many Klaviyo shares and RSUs does the CFO beneficially own after the trades?

After the reported transactions, she beneficially owned 42,687 shares of Series A Common Stock and 399,532 unvested RSUs linked to Series A. She also held 235,543 shares of Series B Common Stock and 109,375 unvested RSUs linked to Series B.

What do the weighted average prices in the Klaviyo Form 4 mean?

The weighted average prices of $26.08 and $25.52 reflect that the shares were sold in multiple individual trades within stated price ranges. The CFO has committed to provide detailed trade‑by‑trade pricing information upon request.