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  4. [Form 4] Klaviyo, Inc. Insider Trading Activity

Klaviyo (NYSE: KVYO) CFO sale and 28,950 shares withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) reported insider transactions by its Chief Financial Officer, Amanda Whalen, involving the company’s Series A Common Stock. On August 14, 2026, Whalen sold 14,000 shares in open-market transactions at a weighted average price of $18.47 per share, under a Rule 10b5-1 trading plan adopted on August 21, 2025. On August 15, 2026, 28,950 shares were withheld by Klaviyo to satisfy tax withholding obligations related to vesting RSUs. After these events, Whalen’s equity position consists of 89,917 shares of Series A Common Stock, 478,053 unvested RSUs, and 227,272 unvested performance stock units, each unit representing the contingent right to receive one share upon vesting and settlement.

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Insider Whalen Amanda
Role Chief Financial Officer
Sold 14,000 shs ($259K)
Type Security Shares Price Value
Tax Withholding Series A Common Stock F3, F4 28,950 $18.49 $535K
Sale Series A Common Stock F1, F2 14,000 $18.47 $259K
Holdings After Transaction: Series A Common Stock — 795,242 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.25 to $18.82 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.
  3. F3. Represents shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs").
  4. F4. Consists of (i) 89,917 shares of Series A Common Stock; (ii) 478,053 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 227,272 unvested performance stock units awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.
Shares sold 14,000 shares Series A Common Stock sold on August 14, 2026
Sale price (weighted average) $18.47 per share Weighted average sale price for 14,000 shares; trades ranged from $18.25 to $18.82
Shares withheld for taxes 28,950 shares Series A Common Stock withheld on August 15, 2026 to satisfy tax withholding on RSU vesting
Shares held after transactions 89,917 shares Series A Common Stock held by CFO following the reported transactions
Unvested RSUs 478,053 units Unvested restricted stock units under the 2023 Stock Option and Incentive Plan
Unvested performance stock units 227,272 units Unvested performance stock units under the 2023 Stock Option and Incentive Plan
Rule 10b5-1 trading plan regulatory
"transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
restricted stock units ("RSUs") financial
"withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
performance stock units financial
"unvested performance stock units awarded under the Plan, each representing the contingent right"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

What insider transactions did KVYO’s CFO Amanda Whalen report in this Form 4?
Amanda Whalen reported a sale of 14,000 KVYO shares on August 14, 2026, at a weighted average price of $18.47, and a withholding of 28,950 shares on August 15, 2026, to cover tax obligations on vesting RSUs.

Was the KVYO insider sale by the CFO conducted under a Rule 10b5-1 trading plan?
Yes. The 14,000-share sale of KVYO Series A Common Stock on August 14, 2026, was effected under a Rule 10b5-1 trading plan that Amanda Whalen adopted on August 21, 2025, indicating the trades were pre-arranged.

At what prices did the KVYO CFO sell her shares in this filing?
The Form 4 reports a weighted average price of $18.47 per share for the 14,000 shares sold. The shares were sold in multiple trades at prices ranging from $18.25 to $18.82 per share, as disclosed in the weighted-average footnote.

Why were 28,950 KVYO shares disposed of on August 15, 2026?
The 28,950 shares of KVYO Series A Common Stock on August 15, 2026, were withheld by Klaviyo to satisfy the CFO’s tax withholding obligations arising from the vesting and settlement of RSUs, rather than representing an open-market sale.

What KVYO equity holdings does the CFO have after the reported transactions?
Following these transactions, Amanda Whalen holds 89,917 KVYO shares, plus 478,053 unvested RSUs and 227,272 unvested performance stock units. Each RSU or PSU represents a contingent right to receive one share of Series A Common Stock upon vesting and settlement.

What type of securities are reported in this KVYO Form 4 for the CFO?
The filing concerns Klaviyo’s Series A Common Stock, including 14,000 shares sold, 28,950 shares withheld for taxes on vesting RSUs, and ongoing equity awards of 478,053 unvested RSUs and 227,272 unvested performance stock units.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
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 MASSACHUSETTS 02110
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Series A Common Stock08/14/2026S(1)14,000D$18.47(2)824,192D
Series A Common Stock08/15/2026F(3)28,950D$18.49795,242(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.25 to $18.82 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.
3. Represents shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock") withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs").
4. Consists of (i) 89,917 shares of Series A Common Stock; (ii) 478,053 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 227,272 unvested performance stock units awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.
Remarks:
/s/ Landon Edmond, Attorney-in-Fact08/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR