Was the Klaviyo (KVYO) CFO’s share sale under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on August 21, 2025. Such plans pre-schedule trades, helping separate routine diversification or liquidity actions from discretionary timing decisions by insiders.

Klaviyo (KVYO) CFO executes 14,000-share planned stock sale, retains large stake

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Klaviyo, Inc. Chief Financial Officer Amanda Whalen reported an open‑market sale of 14,000 shares of Series A Common Stock on June 18, 2026 at a weighted average price of $13.23 per share. The sale was made under a Rule 10b5‑1 trading plan adopted on August 21, 2025, indicating it was pre‑scheduled. Following this transaction, she holds a total of 852,192 equity-linked interests, including 73,302 shares of Series A Common Stock, 551,618 unvested restricted stock units, and 227,272 unvested performance stock units.

Insider Trade Summary 10b5-1

Net Seller: 14,000 shares ($185,220)

Net Sell 1 txn

Insider Whalen Amanda

Role Chief Financial Officer

Sold 14,000 shs ($185K)

Type	Security	Shares	Price	Value
Sale	Series A Common Stock	14,000	$13.23	$185K

Holdings After Transaction: Series A Common Stock — 852,192 shares (Direct, null)

Footnotes (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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.12 to $13.49 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. Consists of (i) 73,302 shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"); (ii) 551,618 unvested restricted stock units 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.

Key Figures

Shares sold: 14,000 shares Sale price: $13.23 per share Holdings after transaction: 852,192 shares/units +3 more

6 metrics

Shares sold 14,000 shares Open-market sale on June 18, 2026

Sale price $13.23 per share Weighted average sale price

Holdings after transaction 852,192 shares/units Total equity-linked interests following sale

Common shares held 73,302 shares Series A Common Stock held after sale

Unvested RSUs 551,618 units Restricted stock units under 2023 Plan

Unvested PSUs 227,272 units Performance stock units under 2023 Plan

Key Terms

Rule 10b5-1 trading plan, restricted stock units, performance stock units, weighted average price

4 terms

Rule 10b5-1 trading plan regulatory

"These 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 financial

"551,618 unvested restricted stock units awarded under the Issuer's 2023 Stock Option and Incentive Plan..."

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

"227,272 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.

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.

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Form 4 Insider Transactions: What Each Field Means →

06/18/2026 - 08:08 PM

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^*

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)

	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)
06/18/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	06/18/2026		S⁽¹⁾		14,000	D	$13.23⁽²⁾	852,192⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $13.12 to $13.49 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. Consists of (i) 73,302 shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"); (ii) 551,618 unvested restricted stock units 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-Fact	06/18/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Klaviyo (KVYO) report for CFO Amanda Whalen?

Klaviyo reported that CFO Amanda Whalen sold 14,000 shares of Series A Common Stock in an open-market transaction. The sale occurred at a weighted average price of $13.23 per share, reflecting routine portfolio activity rather than a change in her role at the company.

At what price did the Klaviyo (KVYO) CFO sell her shares?

The Klaviyo CFO’s 14,000 shares were sold at a weighted average price of $13.23 per share. The filing notes multiple trades between $13.12 and $13.49, with the weighted figure reported as the official transaction price for disclosure purposes.

How many Klaviyo (KVYO) shares does the CFO hold after the sale?

After selling 14,000 shares, the CFO’s overall position totals 852,192 equity-linked interests. This consists of 73,302 shares of Series A Common Stock, plus 551,618 unvested restricted stock units and 227,272 unvested performance stock units tied to future vesting.

What equity awards does the Klaviyo (KVYO) CFO still have outstanding?

The CFO retains significant unvested equity awards, including 551,618 restricted stock units and 227,272 performance stock units. Each unit represents the contingent right to receive one share of Series A Common Stock upon vesting and settlement under Klaviyo’s 2023 Stock Option and Incentive Plan.