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Klaviyo (KVYO) awards RSUs and PSUs to Chief People Officer Carmel Galvin

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

Rhea-AI Filing Summary

Galvin Carmel reported acquisition or exercise transactions in this Form 4 filing.

Klaviyo, Inc. reported that Chief People Officer Carmel Galvin received equity awards in the form of Series A Common Stock. Galvin was granted 189,393 restricted stock units (RSUs) and 162,337 performance stock units (PSUs) under the company’s 2023 Stock Option and Incentive Plan.

Each RSU and PSU represents the contingent right to receive one share of Series A Common Stock upon vesting and settlement. Fifty percent of the RSUs vest in eight equal quarterly installments starting on May 15, 2026, with the remaining 50% vesting in four additional quarterly installments, subject to continued service.

The PSUs can vest in up to three tranches over a two-year measurement period if specified stock price and service conditions are met. Tranche stock price targets are $30.00, $50.00, and $75.00 per share, based on an average closing price over at least sixty consecutive calendar days. Following these grants, Galvin’s holdings consist of 130,487 shares of Series A Common Stock, 675,716 unvested RSUs, and 162,337 unvested PSUs.

Positive

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Negative

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Insider Galvin Carmel
Role Chief People Officer
Type Security Shares Price Value
Grant/Award Series A Common Stock 189,393 $0.00 --
Grant/Award Series A Common Stock 162,337 $0.00 --
Holdings After Transaction: Series A Common Stock — 806,203 shares (Direct)
Footnotes (1)
  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 vest as follows: (i) 50% of the RSUs will vest in eight equal quarterly installments, with the first such installment vesting on May 15, 2026, and (ii) thereafter the remaining 50% of the RSUs will vest in four equal quarterly installments, subject to the Reporting Person's continued service on each such vesting date. 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-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. (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. Consists of (i) 130,487 shares of Series A Common Stock; (ii) 675,716 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 (iii) 162,337 unvested PSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.
RSUs granted 189,393 units RSUs of Series A Common Stock granted to Carmel Galvin
PSUs granted 162,337 units Performance stock units granted to Carmel Galvin
RSU vesting start date May 15, 2026 First of eight equal quarterly RSU vesting installments
PSU tranche 1 price target $30.00 per share Average closing price required over at least sixty consecutive days
PSU tranche 2 price target $50.00 per share Average closing price required over at least sixty consecutive days
PSU tranche 3 price target $75.00 per share Average closing price required over at least sixty consecutive days
Shares directly held 130,487 shares Series A Common Stock held by Carmel Galvin after grants
Unvested RSUs after grants 675,716 units Unvested RSUs under the 2023 Stock Option and Incentive Plan
restricted stock units ("RSUs") financial
"Represents restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Option and Incentive Plan"
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 the contingent right"
2023 Stock Option and Incentive Plan financial
"RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan")"
measurement period financial
"The PSUs will vest in up to three tranches over a two-year measurement period"
average closing price financial
"Each tranche of PSUs will vest only if the average closing price of the Series A Common Stock"
stock price targets financial
"The stock price targets for tranches 1 through 3 are $30.00, $50.00, and $75.00 per share"
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*
Galvin Carmel
(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 People Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026		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 Stock04/15/2026A189,393(1)A$0806,203D
Series A Common Stock04/15/2026A162,337(2)(3)A$0968,540(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. 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 vest as follows: (i) 50% of the RSUs will vest in eight equal quarterly installments, with the first such installment vesting on May 15, 2026, and (ii) thereafter the remaining 50% of the RSUs will vest in four equal quarterly installments, 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-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) 130,487 shares of Series A Common Stock; (ii) 675,716 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 (iii) 162,337 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-Fact04/17/2026
** 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

FAQ

What equity awards did Klaviyo (KVYO) grant to Chief People Officer Carmel Galvin?

Klaviyo granted Carmel Galvin 189,393 restricted stock units (RSUs) and 162,337 performance stock units (PSUs) of Series A Common Stock. Each unit represents the contingent right to receive one share upon vesting and settlement under the company’s 2023 Stock Option and Incentive Plan.

How do Carmel Galvin’s new RSUs from Klaviyo (KVYO) vest?

Half of Carmel Galvin’s RSUs vest in eight equal quarterly installments beginning May 15, 2026. The remaining 50% then vest in four additional equal quarterly installments, provided she continues her service with the company on each applicable vesting date throughout the schedule.

How are Klaviyo (KVYO) performance stock units (PSUs) earned by Carmel Galvin?

Galvin’s PSUs may vest in up to three tranches over a two-year measurement period. Vesting requires specified stock price targets and continued service, with average closing prices of $30.00, $50.00, and $75.00 per share for at least sixty consecutive days triggering each respective tranche.

What are Carmel Galvin’s total reported holdings in Klaviyo (KVYO) after these grants?

After the reported grants, Carmel Galvin’s position includes 130,487 shares of Series A Common Stock, 675,716 unvested RSUs, and 162,337 unvested PSUs. All these equity interests are tied to Klaviyo’s Series A Common Stock and remain subject to their respective vesting and performance conditions.

Are Carmel Galvin’s Form 4 transactions in Klaviyo (KVYO) open-market purchases or compensation grants?

The transactions are compensation-related grants, not open-market purchases. Both awards are reported with transaction code “A,” indicating grants or awards of 189,393 RSUs and 162,337 PSUs under Klaviyo’s 2023 Stock Option and Incentive Plan at a stated price of $0.0000 per share.