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

Klaviyo (NYSE: KVYO) Co-CEO details 287,984 A, 48,999 B stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) director and Co-Chief Executive Officer Luciano Fernandez Gomez reported equity movements tied to RSU vesting. He converted 7,001 shares of Series B Common Stock into Series A Common Stock and, at a price reference of $18.49 per share, had 29,133 Series A shares withheld to satisfy tax withholding obligations. Following these events, he holds 48,999 Series B shares, plus interests in 287,984 Series A shares, 820,351 unvested RSUs, and 1,193,238 unvested performance stock units, each RSU or PSU representing a contingent right to one Series A share upon vesting and settlement.

Positive

  • None.

Negative

  • None.
Insider Fernandez Gomez Luciano
Role Co-Chief Executive Officer
Type Security Shares Price Value
Conversion Series B Common Stock F2, F1, F5 7,001 $18.49 $129K
Conversion Series A Common Stock F1, F2 7,001 -- --
Tax Withholding Series A Common Stock F3, F4 29,133 $18.49 $539K
Holdings After Transaction: Series B Common Stock — 48,999 shares (Direct); Series A Common Stock — 2,301,573 shares (Direct)
Footnotes (5)
  1. F1. Represents 7,001 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. F2. 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 of the Issuer, and will automatically convert into 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. F3. 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. F4. Consists of (i) 287,984 shares of Series A Common Stock; (ii) 820,351 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) 1,193,238 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.
  5. F5. Consists of 48,999 shares of Series B Common Stock.
Series B to Series A shares converted 7,001 shares Automatic conversion of Series B Common Stock into Series A Common Stock
Shares withheld for taxes 29,133 shares Series A Common Stock withheld to satisfy RSU-related tax withholding obligations
Reference share price $18.49 per share Price associated with conversion and tax-withholding related entries
Series B holdings after transaction 48,999 shares Series B Common Stock held following the conversion transaction
Series A shares held 287,984 shares Series A Common Stock held along with unvested awards
Unvested RSUs 820,351 units Unvested restricted stock units under the 2023 Stock Option and Incentive Plan
Unvested performance stock units 1,193,238 units Unvested performance stock units under the 2023 Stock Option and Incentive Plan
Series B Common Stock financial
"Represents 7,001 shares of the Issuer's Series B Common Stock"
restricted stock units financial
"tax withholding obligations related to the vesting and settlement of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"unvested performance stock units awarded under the Plan"
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.
tax withholding obligations financial
"to satisfy tax withholding obligations in connection with the vesting"
2023 Stock Option and Incentive Plan financial
"awarded under the Issuer's 2023 Stock Option and Incentive Plan"

FAQ

What insider transactions did KVYO’s Co-CEO Luciano Fernandez Gomez report on this Form 4?
Luciano Fernandez Gomez reported a conversion of 7,001 Series B shares into Series A and the withholding of 29,133 Series A shares to cover tax obligations related to RSU vesting and settlement.

How many KVYO shares were converted between Series B and Series A in this filing?
The filing shows 7,001 shares of Klaviyo’s Series B Common Stock automatically converted into 7,001 Series A shares in connection with RSU-related tax withholding obligations and consistent with the company’s certificate of incorporation terms.

How many KVYO shares were withheld for taxes for Luciano Fernandez Gomez?
Klaviyo withheld 29,133 shares of Series A Common Stock to satisfy tax withholding obligations arising from the vesting and settlement of restricted stock units, using a price reference of $18.49 per share for this code F transaction.

What are Luciano Fernandez Gomez’s reported KVYO Series B holdings after these transactions?
After these transactions, Luciano Fernandez Gomez is reported as holding 48,999 shares of Series B Common Stock. Each Series B share is convertible into one Series A share and will automatically convert upon certain events described in Klaviyo’s certificate of incorporation.

What Series A and equity award positions does Luciano Fernandez Gomez hold in KVYO after this Form 4?
He is reported as holding 287,984 Series A shares, 820,351 unvested RSUs, and 1,193,238 unvested performance stock units, each RSU or PSU representing a contingent right to receive one Series A share upon vesting and settlement.

Was the KVYO Form 4 for Luciano Fernandez Gomez filed under a Rule 10b5-1 trading plan?
The document-level Rule 10b5-1 checkbox is not marked as affirmative for this Form 4. The transactions are instead described as occurring in connection with tax withholding obligations tied to RSU vesting and settlement.

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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).
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*
Fernandez Gomez Luciano
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026		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 Stock08/15/2026C(1)7,001A(2)2,330,706D
Series A Common Stock08/15/2026F(3)29,133D$18.492,301,573(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
Series B Common Stock(2)08/15/2026C(1)7,001 (2) (2)Series A Common Stock7,001$18.4948,999(5)D
Explanation of Responses:
1. Represents 7,001 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 of the Issuer, and will automatically convert into 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) 287,984 shares of Series A Common Stock; (ii) 820,351 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) 1,193,238 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.
5. Consists of 48,999 shares of Series B Common Stock.
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