[Form 4] Klaviyo, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Klaviyo insider reported routine transactions by Galvin Carmel, Chief People Officer. On 08/15/2025 the company withheld 24,817 shares of Series A common stock to satisfy tax withholding for RSU vesting at a price of $31.43 per share. On 08/18/2025 the reporting person sold 11,155 shares under a Rule 10b5-1 plan (adopted 11/26/2024) at a weighted average price of $31.67 per share.

Following these transactions the reporting person beneficially owns 675,833 shares directly, comprised of 86,858 vested shares and 588,975 unvested RSUs that convert to one share each upon vesting. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Insights

Financial Analyst

TL;DR: Routine insider tax withholding and modest sale under a 10b5-1 plan; not materially dilutive.

The transactions disclosed are procedural: the 24,817 shares were withheld to cover tax obligations from RSU settlement, and 11,155 shares were sold under a pre-established Rule 10b5-1 plan at a weighted average of $31.67. The sizes of the withheld and sold amounts represent a small proportion of the reporting persons total beneficial ownership (675,833 shares), indicating limited impact on ownership concentration or control. No new grants, option exercises, or derivative activity were reported.

Corporate Governance Expert

TL;DR: Disclosure follows standard governance practices; use of a 10b5-1 plan and attorney-in-fact signature increase procedural transparency.

The filing clearly states the use of a Rule 10b5-1 trading plan (adopted 11/26/2024) and identifies tax-withholding for RSU settlement, which are customary. The affidavit-style signature by an attorney-in-fact is documented with date. There are no indications of atypical timing or related-party transactions in the filing. This disclosure aligns with expected Section 16 reporting norms.

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).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		F(1)		24,817	D	$31.43	686,988	D
Series A Common Stock	08/18/2025		S(2)		11,155	D	$31.67(3)	675,833(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 shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs").

2. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 26, 2024.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.20 to $32.06 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.

4. Consists of (i) 86,858 shares of Series A Common Stock and (ii) 588,975 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive 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	08/19/2025
	** 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).
** 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.

FAQ

What transactions did Galvin Carmel report on Form 4 for KVYO?

The filing reports 24,817 shares withheld for tax on RSU settlement on 08/15/2025 at $31.43 and a sale of 11,155 shares on 08/18/2025 at a weighted average of $31.67 under a Rule 10b5-1 plan.

How many KVYO shares does the reporting person beneficially own after these transactions?

Following the reported transactions the reporting person beneficially owns 675,833 shares (86,858 vested shares plus 588,975 unvested RSUs).

Was the sale executed under a pre-established trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 11/26/2024.

Why were 24,817 shares transferred on 08/15/2025?

Those shares were withheld by the issuer to satisfy tax withholding obligations related to the vesting and settlement of RSUs.

Who signed the Form 4 and when?

The Form 4 was signed by Landon Edmond, Attorney-in-Fact on 08/19/2025.