[Form 4] Klaviyo, Inc. Insider Trading Activity

Klaviyo (KVYO): Shopify Strategic Holdings 3 LLC, together with Shopify Inc. as a reporting person, filed a Form 4.

Rhea-AI Filing Summary

Klaviyo (KVYO): Shopify Strategic Holdings 3 LLC, together with Shopify Inc. as a reporting person, filed a Form 4. On 11/14/2025, they reported a Code X transaction involving warrants to purchase 344,381 shares of Klaviyo’s Series B Common Stock at an exercise price of $0.01 per share. The warrants carry an expiration date of 07/28/2032.

Per the footnotes, 25% of the warrant shares vested on 07/28/2022 and the remainder vests quarterly in equal amounts through 07/28/2027; additionally, 25% vested immediately prior to the IPO. The securities are held directly by Shopify Strategic Holdings 3 LLC; Shopify Inc. is an indirect beneficial owner and disclaims beneficial ownership except to the extent of its pecuniary interest. Each Series B share is convertible into one Series A share; the Series B has no expiration.

Insider Trade Summary

688,762 shares exercised/converted

Exercise 2 txns

Insider Shopify Strategic Holdings 3 LLC, SHOPIFY INC.

Role 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
In-the-Money Exercise	Warrants to Purchase Series B Common Stock (Right to Buy)	344,381	$0.00	$0.00
In-the-Money Exercise	Series B Common Stock	344,381	$0.01	$3K

Holdings After Transaction: Warrants to Purchase Series B Common Stock (Right to Buy) — 2,410,676 contracts (Direct); Series B Common Stock — 16,284,344 contracts (Direct)

Footnotes (3)

1. F1. 25% of the shares subject to the warrants vested on July 28, 2022, and the remaining shares vest quarterly in equal amounts through July 28, 2027. Notwithstanding the foregoing, in connection with the Issuer's initial public offering ("IPO"), 25% of the total number of shares subject to the warrants vested immediately prior to the completion of the IPO.
2. F2. Reflects securities held directly by Shopify Strategic Holdings 3 LLC, a wholly-owned subsidiary of Shopify Inc. ("Shopify"). Shopify is an indirect beneficial owner and disclaims beneficial ownership except to the extent of its pecuniary interest therein.
3. F3. 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.

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Accepted by SEC EDGAR 11/14/2025 - 05:00 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^*

Shopify Strategic Holdings 3 LLC

(Last) (First) (Middle)

103 FOULK ROAD, SUITE 218-A

(Street)

WILMINGTON DE 19803

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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

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
Warrants to Purchase Series B Common Stock (Right to Buy)	$0.01	11/14/2025		X			344,381	(1)	07/28/2032	Series B Common Stock	344,381	$0	2,410,676	D(2)
Series B Common Stock	(3)	11/14/2025		X		344,381		(3)	(3)	Series A Common Stock	344,381	$0.01	16,284,344	D(2)

1. Name and Address of Reporting Person^*

Shopify Strategic Holdings 3 LLC

(Last) (First) (Middle)

103 FOULK ROAD, SUITE 218-A

(Street)

WILMINGTON DE 19803

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SHOPIFY INC.

(Last) (First) (Middle)

151 O'CONNOR STREET

GROUND FLOOR

(Street)

OTTAWA A6 K2P 2L8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 25% of the shares subject to the warrants vested on July 28, 2022, and the remaining shares vest quarterly in equal amounts through July 28, 2027. Notwithstanding the foregoing, in connection with the Issuer's initial public offering ("IPO"), 25% of the total number of shares subject to the warrants vested immediately prior to the completion of the IPO.

2. Reflects securities held directly by Shopify Strategic Holdings 3 LLC, a wholly-owned subsidiary of Shopify Inc. ("Shopify"). Shopify is an indirect beneficial owner and disclaims beneficial ownership except to the extent of its pecuniary interest therein.

3. 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.

	SHOPIFY STRATEGIC HOLDINGS 3 LLC, By: /s/ Jason Kilpela, Director	11/14/2025
	SHOPIFY INC., By: /s/ Michael L. Johnson, Corporate Secretary	11/14/2025
	** 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).
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