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

Financial Analyst

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.

Corporate Governance Expert

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.

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).

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^*

Whalen Amanda

(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 Financial 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		C(1)		29,513	A	(2)	547,344	D
Series A Common Stock	08/15/2025		F(3)		46,829	D	$31.43	500,515	D
Series A Common Stock	08/15/2025		S(4)		15,000	D	$31.32(5)	485,515(6)	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)			29,513	(2)	(2)	Series A Common Stock	29,513	$0	419,680(7)	D

Explanation of Responses:

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").

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

4. 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.

5. 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.

6. 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.

7. 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.

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 Amanda Whalen (KVYO) report on Form 4?

The filing reports conversion of 29,513 Series B shares to Series A for tax withholding, 46,829 Series A shares withheld for taxes, and sale of 15,000 Series A shares on 08/15/2025.

Were the share sales by the insider part of a 10b5-1 trading plan?

Yes. The filing states the 15,000-share sale was effected pursuant to a Rule 10b5-1 trading plan adopted August 16, 2024.

At what prices were the shares sold?

Reported sale prices range from $30.92 to $31.53 per share; weighted-average prices are reported as $31.43 and $31.32 for different dispositions.

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

The filing shows 485,515 Series A common shares beneficially owned following the reported transactions.

What do the derivative holdings represent?

The filing reports 419,680 derivative securities beneficially owned, consisting of options/RSUs underlying Series A or Series B common stock as detailed in the footnotes.

Why were Series B shares converted to Series A?

The conversion of Series B to Series A was automatic in connection with tax withholding for vested RSUs and each Series B share converts into one Series A share per the issuer's charter as stated in the filing.