Klaviyo grants CFO 821,917 RSUs, 328,767 PSUs

Klaviyo’s CFO receives significant time- and performance-based equity awards tied to KVYO share price hurdles.

Rhea-AI Filing Summary

Klaviyo, Inc. (symbol: KVYO) is the issuer of record for a Form 4 filing submitted to the SEC. Smith Erica Ellen reported acquisition or exercise transactions in this Form 4 filing.

Klaviyo, Inc. (KVYO) reported that its Chief Financial Officer, Erica Ellen Smith, received equity awards in the form of 821,917 restricted stock units (RSUs) and 328,767 performance stock units (PSUs) of Series A Common Stock on September 15, 2026. The RSUs vest in sixteen equal quarterly installments starting February 15, 2027, contingent on continued service. The PSUs may vest in up to three tranches over a two-and-a-half-year measurement period, based on KVYO’s stock trading at or above $30.00, $50.00, and $75.00 per share for at least sixty consecutive days and the CFO’s continued service in a similar role.

Insider Trade Summary

Grant/Award: 1,150,684 shares

Grant/Award 2 txns

Insider Smith Erica Ellen

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Series A Common Stock F1	821,917	$0.00	$0.00
Grant/Award	Series A Common Stock F2, F3, F4	328,767	$0.00	$0.00

Holdings After Transaction: Series A Common Stock — 1,150,684 shares (Direct)

Footnotes (4)

1. F1. Represents restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), upon vesting and settlement. The RSUs will vest in sixteen equal quarterly installments, with the first such installment vesting on February 15, 2027, subject to the Reporting Person's continued service on each such vesting date.
2. F2. Represents performance stock units ("PSUs") awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. The PSUs will vest in up to three tranches over a two and a half year measurement period, subject to the achievement of specified performance targets tied to the trading price of the Series A Common Stock and the Reporting Person's continued service in the same or substantially equivalent position as the Reporting Person held as of the grant date through the applicable vesting date. Each tranche of PSUs will vest only if the average closing price of the Series A Common Stock for a period of at least sixty consecutive calendar days is at or above a specified dollar value during the applicable measurement period.
3. F3. (continued) The stock price targets for tranches 1 through 3 are $30.00, $50.00, and $75.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Issuer's capital stock.
4. F4. Consists of (i) 821,917 unvested RSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (ii) 328,767 unvested PSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Key Figures

RSUs granted: 821,917 shares PSUs granted: 328,767 shares RSU vesting installments: 16 installments +5 more

8 metrics

RSUs granted 821,917 shares Restricted stock units of Series A Common Stock awarded on September 15, 2026

PSUs granted 328,767 shares Performance stock units of Series A Common Stock awarded on September 15, 2026

RSU vesting installments 16 installments RSUs vest in sixteen equal quarterly installments starting February 15, 2027

PSU stock price target tranche 1 $30.00 per share Average closing price target for tranche 1 PSUs over at least sixty consecutive days

PSU stock price target tranche 2 $50.00 per share Average closing price target for tranche 2 PSUs over at least sixty consecutive days

PSU stock price target tranche 3 $75.00 per share Average closing price target for tranche 3 PSUs over at least sixty consecutive days

PSU measurement period 2.5 years Period over which up to three PSU tranches may vest

Unvested awards after grant 821,917 RSUs; 328,767 PSUs Unvested RSUs and PSUs outstanding under the Plan following the reported grants

Key Terms

restricted stock units ("RSUs"), performance stock units ("PSUs"), measurement period, average closing price, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Option"

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 ("PSUs") financial

"Represents performance stock units ("PSUs") awarded under the Plan, each representing"

measurement period financial

"The PSUs will vest in up to three tranches over a two and a half year measurement period"

average closing price financial

"Each tranche of PSUs will vest only if the average closing price of the Series A"

The average closing price is the arithmetic mean of a security’s end-of-day prices over a chosen period, found by adding each day’s closing price and dividing by the number of days. It smooths out daily ups and downs to show a typical market value—like averaging daily temperatures to understand a month’s climate—and helps investors spot trends, judge whether a stock is generally rising or falling, and make clearer buy or sell decisions.

stock split financial

"subject to proportionate adjustment in the event of any stock split or other similar"

A stock split increases the number of a company's shares by dividing each existing share into multiple new shares while reducing the price per share by the same proportion, so an investor's total value and ownership percentage stay the same. It matters because lower per-share prices can make trading easier and attract more buyers, similar to breaking a large chocolate bar into smaller pieces to make it easier to share, which can boost liquidity and market interest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity awards did KVYO grant to its CFO on this Form 4?

Klaviyo granted its CFO 821,917 RSUs and 328,767 PSUs of Series A Common Stock on September 15, 2026, under the company’s 2023 Stock Option and Incentive Plan, all subject to vesting and settlement conditions.

How do the RSUs granted to the KVYO CFO vest?

The 821,917 RSUs vest in sixteen equal quarterly installments, with the first installment vesting on February 15, 2027, subject to the CFO’s continued service on each vesting date.

What are the stock price targets for the KVYO CFO’s performance stock units?

The PSUs can vest in up to three tranches tied to average closing prices of KVYO Series A Common Stock of at least $30.00, $50.00, and $75.00 per share, each maintained for at least sixty consecutive days during the measurement period.

Over what period can the KVYO CFO’s PSUs vest?

The PSUs may vest in up to three tranches over a two and a half year measurement period, subject to achieving the specified stock price targets and the CFO’s continued service in the same or a substantially equivalent position.

How many unvested equity awards does the KVYO CFO hold after these grants?

After the grants, the CFO holds 821,917 unvested RSUs and 328,767 unvested PSUs, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Were the KVYO CFO’s equity grants made under a Rule 10b5-1 trading plan?

No. The filing’s Rule 10b5-1 checkbox is marked as false, and there is no indication these awards were made pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 06:15 PM Accepted by SEC EDGAR 09/17/2026 - 06:14 PM Learn about SEC filing dates

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
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^*

Smith Erica Ellen

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	09/15/2026		A		821,917(1)	A	$0	821,917	D
Series A Common Stock	09/15/2026		A		328,767(2)(3)	A	$0	1,150,684(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

Explanation of Responses:

1. Represents restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), upon vesting and settlement. The RSUs will vest in sixteen equal quarterly installments, with the first such installment vesting on February 15, 2027, subject to the Reporting Person's continued service on each such vesting date.

2. Represents performance stock units ("PSUs") awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. The PSUs will vest in up to three tranches over a two and a half year measurement period, subject to the achievement of specified performance targets tied to the trading price of the Series A Common Stock and the Reporting Person's continued service in the same or substantially equivalent position as the Reporting Person held as of the grant date through the applicable vesting date. Each tranche of PSUs will vest only if the average closing price of the Series A Common Stock for a period of at least sixty consecutive calendar days is at or above a specified dollar value during the applicable measurement period.

3. (continued) The stock price targets for tranches 1 through 3 are $30.00, $50.00, and $75.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Issuer's capital stock.

4. Consists of (i) 821,917 unvested RSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (ii) 328,767 unvested PSUs 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-Fact	09/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)