KVYO Form 4: CFO Withholds RSUs, Executes 10b5-1 Sale on Aug 15, 2025
Rhea-AI Filing Summary
Amanda Whalen, Chief Financial Officer of Klaviyo, Inc. (KVYO), reported multiple equity transactions on 08/15/2025. The filing shows 29,513 shares of Series B common stock converted into Series A common stock in connection with tax withholding for vested RSUs. The issuer withheld 46,829 Series A shares to satisfy tax withholding and the reporting person sold 15,000 Series A shares pursuant to a Rule 10b5-1 trading plan adopted August 16, 2024. The sale prices reported range from $30.92 to $31.53 with weighted averages shown as $31.43 and $31.32. Following these transactions, the filing reports 485,515 shares of Series A common stock beneficially owned and 419,680 derivative shares underlying options or awards.
Positive
- Use of a Rule 10b5-1 trading plan (adopted August 16, 2024) indicating pre-planned, compliant dispositions
- Disclosure of tax-withholding conversions (29,513 Series B shares converted to Series A) tied to RSU vesting, clarifying mechanics
- Transparent price reporting including weighted-average prices and range ($30.92 to $31.53) with offer to provide per-lot details
Negative
- Insider sold 15,000 Series A shares on 08/15/2025, representing realized disposition at ~ $31.3 per share
- Material reduction in directly owned shares shown by sequential decreases from 547,344 to 485,515 Series A shares following transactions
Insights
TL;DR: Insider sold a modest number of shares under a pre-set plan; ownership remains substantial.
The reported dispositions total 61,829 Series A-equivalent shares (46,829 withheld for taxes and 15,000 sold under a 10b5-1 plan) executed on 08/15/2025 at weighted-average prices ~ $31.3. The conversion of 29,513 Series B shares into Series A stock reflects routine post-vesting mechanics to satisfy tax obligations. Post-transaction beneficial ownership reported is 485,515 Series A shares and 419,680 underlying derivative shares, indicating continued significant economic and voting interest. These transactions appear administrative and pre-planned rather than opportunistic market-timing.
TL;DR: Use of a 10b5-1 plan and tax withholding is compliant and increases disclosure transparency.
The filing explicitly notes a Rule 10b5-1 trading plan adopted August 16, 2024 and shows shares withheld to meet tax obligations from RSU vesting. The clear footnotes on conversion rights and withholding volumes provide useful governance disclosure. No departures, accelerated vesting events, or unusual related-party transactions are disclosed. Documentation of price ranges and willingness to provide per-lot sale details reinforces regulatory compliance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 29,513 | $0.00 | -- |
| Conversion | Series A Common Stock | 29,513 | $0.00 | -- |
| Tax Withholding | Series A Common Stock | 46,829 | $31.43 | $1.47M |
| Sale | Series A Common Stock | 15,000 | $31.32 | $470K |
Footnotes (1)
- Represents 29,513 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"). 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. Represents shares of the Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.92 to $31.53 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) 46,483 shares of Series A Common Stock and (ii) 439,032 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. Consists of (i) 235,305 shares of Series B Common Stock and (ii) 184,375 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.
