Klaviyo (KVYO) CEO receives RSU and PSU stock awards over five years

Rhea-AI Filing Summary

Klaviyo, Inc. reported that Co-Chief Executive Officer Luciano Fernandez Gomez received new equity awards in the form of Series A Common Stock-based units. On 01/15/2026 he was granted 1,093,801 restricted stock units (RSUs) at $0 per share, which will vest in twelve equal quarterly installments starting on February 15, 2026, as long as he remains co-CEO.

He was also granted 1,193,238 performance stock units (PSUs) at $0 per share. These PSUs can vest in up to four tranches over a five-year period if the stock price closes at or above $40.00, $55.00, $70.00, and $85.00 per share, each for at least sixty consecutive days, and if he continues in his role. After these awards, he beneficially owns 2,370,891 shares and units, including 78,032 shares of Series A Common Stock and unvested RSUs and PSUs.

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

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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 MA 02110

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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

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

X	Form filed by One Reporting Person
	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
Series A Common Stock	01/15/2026		A		1,093,801(1)	A	$0	1,177,653	D
Series A Common Stock	01/15/2026		A		1,193,238(2)	A	$0	2,370,891(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)
				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 twelve equal quarterly installments, with the first such installment vesting on February 15, 2026, subject to the Reporting Person's continued service as the Issuer's co-Chief Executive Officer 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 four tranches over a five-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 as the Issuer's co-Chief Executive Officer through the applicable vesting date. Each tranche of PSUs will vest only if the trading price of the Series A Common Stock closes at or above a specified dollar value for a period of at least sixty consecutive calendar days during the applicable measurement period. The stock price targets for tranches 1 through 4 are $40.00, $55.00, $70.00, and $85.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Issuer's capital stock.

3. Consists of (i) 78,032 shares of Series A Common Stock; (ii) 1,099,621 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) 1,193,238 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	01/16/2026
	** 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).
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FAQ

What insider transaction did Klaviyo (KVYO) report for its co-CEO?

Klaviyo reported that Co-Chief Executive Officer Luciano Fernandez Gomez received awards of 1,093,801 RSUs and 1,193,238 PSUs of Series A Common Stock on 01/15/2026, both at $0 per share.

How do the new RSU awards for Klaviyo (KVYO)'s co-CEO vest?

The 1,093,801 RSUs vest in twelve equal quarterly installments, with the first installment on February 15, 2026, subject to his continued service as co-Chief Executive Officer on each vesting date.

What performance conditions apply to the PSUs granted by Klaviyo (KVYO)?

The 1,193,238 PSUs can vest in up to four tranches over a five-year measurement period. Each tranche vests only if Klaviyo's Series A Common Stock closes at or above $40.00, $55.00, $70.00, or $85.00 per share, respectively, for at least sixty consecutive calendar days, and he remains co-CEO through the applicable vesting date.

How many Klaviyo (KVYO) shares and units does the co-CEO beneficially own after these grants?

After the reported transactions, the co-CEO beneficially owns 2,370,891 shares and units, consisting of 78,032 shares of Series A Common Stock, 1,099,621 unvested RSUs, and 1,193,238 unvested PSUs.

Are the Klaviyo (KVYO) RSU and PSU awards part of a stock plan?

Yes. Both the RSUs and PSUs were granted under Klaviyo's 2023 Stock Option and Incentive Plan, and each unit represents the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Does the Form 4 indicate whether the co-CEO's ownership is direct or indirect?

The filing lists the co-CEO's ownership of the reported Series A Common Stock, RSUs, and PSUs as direct (D) beneficial ownership.