KVYO Form 4: 7,000 Series B Converted; 7,000 Series A Withheld at $31.43

Rhea-AI Filing Summary

Luciano Fernandez Gomez, a director of Klaviyo, Inc. (KVYO), reported transactions on 08/15/2025 involving the conversion and settlement of equity tied to RSU vesting. Seven thousand (7,000) shares of Series B Common Stock converted into Series A Common Stock and were recorded as acquired; concurrently the issuer withheld 7,000 shares of Series A Common Stock to satisfy tax withholding obligations at a price of $31.43 per share. After these reported transactions the filing shows beneficial ownership positions that include 26,788 shares of Series A Common Stock (comprised of 20,968 shares and 5,820 unvested RSUs) and a separate derivative table showing 56,000 underlying Series A shares equivalent from outstanding derivatives/unvested awards. The filing was signed by an attorney-in-fact on 08/19/2025.

Positive

• Transactions reflect routine RSU vesting and tax withholding, indicating standard equity compensation settlement rather than open-market selling
• Conversion of Series B to Series A simplifies share class exposure by consolidating into Series A Common Stock

Negative

• Beneficial ownership net shares decreased after withholding (7,000 shares withheld) which reduces the reporting person's direct share count

Insights

Financial Analyst

TL;DR: Routine RSU vesting with tax-withholding; no material change to control or unexpected sale activity.

The Form 4 documents a common post-vesting mechanics: Series B shares converted into Series A and an equal number of Series A shares were withheld to cover taxes at $31.43 per share. This does not indicate open-market disposition beyond withholding and does not materially alter reported beneficial ownership percentages. Investors should view this as administrative rather than liquidity-driven insider selling.

Corporate Governance Expert

TL;DR: Insider activity reflects standard vesting settlement and tax withholding; governance signals neutral.

The reporting person is identified as a director and the transactions are documented as automatic conversion and withholding tied to RSU settlement. The use of an attorney-in-fact to sign is noted. There are no indications of non-routine transfers, pledges, or sales that would raise governance concerns in this filing.

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

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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
	Officer (give title below)		Other (specify below)

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		C(1)		7,000	A	(2)	33,788	D
Series A Common Stock	08/15/2025		F(3)		7,000	D	$31.43	26,788(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
Series B Common Stock	(2)	08/15/2025		C(1)			7,000	(2)	(2)	Series A Common Stock	7,000	$0	56,000(5)	D

Explanation of Responses:

1. Represents 7,000 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

2. 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 and will automatically convert into one share of 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.

3. Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

4. Consists of (i) 20,968 shares of Series A Common Stock and (ii) 5,820 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.

5. Consists of (i) 32,666 shares of Series B Common Stock and (ii) 23,334 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B 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).
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FAQ

What transactions did KVYO director Luciano Fernandez Gomez report on Form 4?

The director reported that 7,000 shares of Series B Common Stock converted into Series A Common Stock and 7,000 shares of Series A Common Stock were withheld to satisfy tax withholding related to RSU vesting.

At what price were shares withheld for taxes in the KVYO Form 4?

The filing shows shares were withheld at a price of $31.43 per share.

How many shares does the reporting person beneficially own after the transaction?

The filing reports 26,788 shares of Series A Common Stock beneficially owned (comprised of 20,968 shares and 5,820 unvested RSUs) and shows 56,000 underlying Series A shares in derivative/unvested positions.

Was this Form 4 filing signed by the reporting person?

No; the signature block shows the form was signed by Landon Edmond, Attorney-in-Fact on 08/19/2025.

Do these transactions indicate open-market insider selling for KVYO?

No; the filing describes conversion and issuer withholding to satisfy tax obligations related to RSU vesting, not open-market sales.