Were the Klaviyo (KVYO) CFO’s share transactions under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on August 21, 2025. Such pre-arranged plans allow executives to schedule trades in advance, helping separate routine portfolio activity from discretionary timing decisions.

Klaviyo (NYSE: KVYO) CFO sells and withholds shares in Rule 10b5-1 plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Klaviyo, Inc. Chief Financial Officer Amanda Whalen reported a mix of share sales, tax withholding, and conversions involving the company’s dual-class stock. On May 14, 2026, she sold 14,000 shares of Series A Common Stock in the open market at a weighted-average price of $14.26 per share, with individual trades ranging from $13.88 to $14.45 per share.

On May 14–15, 2026, 27,527 shares of Series B Common Stock were converted into Series A Common Stock, including 13,527 shares converted to cover tax withholding on vesting restricted stock units. The company also withheld 42,476 Series A shares at $14.38 per share to satisfy additional tax obligations. After these transactions, Whalen directly holds 908,668 shares of Series A Common Stock and 269,585 shares of Series B Common Stock, along with substantial unvested RSUs and performance stock units. The filing notes these transactions occurred under a Rule 10b5-1 trading plan adopted on August 21, 2025.

Insider Trade Summary 10b5-1

Net Seller: 14,000 shares ($199,640)

Net Sell 6 txns

Insider Whalen Amanda

Role Chief Financial Officer

Sold 14,000 shs ($200K)

Type	Security	Shares	Price	Value
Conversion	Series B Common Stock	13,527	$0.00	--
Conversion	Series A Common Stock	13,527	$0.00	--
Tax Withholding	Series A Common Stock	42,476	$14.38	$611K
Conversion	Series B Common Stock	14,000	$0.00	--
Conversion	Series A Common Stock	14,000	$0.00	--
Sale	Series A Common Stock	14,000	$14.26	$200K

Holdings After Transaction: Series B Common Stock — 269,585 shares (Direct, null); Series A Common Stock — 908,668 shares (Direct, null)

Footnotes (1)

These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2025. Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time at the option of the holder into one share of the Issuer's Series A Common Stock, par value $0.001 per share ("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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.88 to $14.45 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. Represents 13,527 shares of Series B Common Stock automatically converted into shares of Series A Common Stock in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs"). 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. Consists of (i) 87,302 shares of Series A Common Stock; (ii) 551,618 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 227,272 unvested performance stock units awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. Consists of 269,585 shares of Series B Common Stock.

Key Figures

Open-market sale: 14,000 shares at $14.26/share Price range for sale: $13.88–$14.45/share Tax withholding shares: 42,476 shares at $14.38/share +5 more

8 metrics

Open-market sale 14,000 shares at $14.26/share Series A Common Stock sale on May 14, 2026

Price range for sale $13.88–$14.45/share Weighted-average sale price details for 14,000 shares

Tax withholding shares 42,476 shares at $14.38/share Series A shares withheld for tax obligations

Shares converted from Series B 27,527 shares Total Series B converted into Series A on May 14–15, 2026

Series A holdings after transactions 908,668 shares Direct Series A Common Stock held following May 15, 2026

Series B holdings after transactions 269,585 shares Direct Series B Common Stock held after conversions

Unvested RSUs 551,618 units Unvested RSUs under 2023 Stock Option and Incentive Plan

Unvested performance stock units 227,272 units Unvested PSUs under 2023 Stock Option and Incentive Plan

Key Terms

Rule 10b5-1 trading plan, restricted stock units ("RSUs"), performance stock units, tax withholding obligations, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units ("RSUs") financial

"Represents 13,527 shares of Series B Common Stock automatically converted into shares of Series A Common Stock in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs")."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance stock units financial

"and (iii) 227,272 unvested performance stock units awarded under the Plan, each representing the contingent right to receive one share..."

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding obligations financial

"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."

Series B Common Stock financial

"Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time..."

Form 4 Insider Transactions: What Each Field Means →

05/18/2026 - 08:08 PM

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).

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

MASSACHUSETTS

02110

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	05/14/2026		C⁽¹⁾		14,000	A	⁽²⁾	909,141	D
Series A Common Stock	05/14/2026		S⁽¹⁾		14,000	D	$14.26⁽³⁾	895,141	D
Series A Common Stock	05/15/2026		C⁽⁴⁾		13,527	A	⁽²⁾	908,668	D
Series A Common Stock	05/15/2026		F⁽⁵⁾		42,476	D	$14.38	866,192⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Common Stock	⁽²⁾	05/14/2026		C⁽¹⁾			14,000	⁽²⁾	⁽²⁾	Series A Common Stock	14,000	$0	283,112	D
Series B Common Stock	⁽²⁾	05/15/2026		C⁽⁴⁾			13,527	⁽²⁾	⁽²⁾	Series A Common Stock	13,527	$0	269,585⁽⁷⁾	D

Explanation of Responses:

1. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2025.

2. Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time at the option of the holder into one share of the Issuer's Series A Common Stock, par value $0.001 per share ("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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.88 to $14.45 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. Represents 13,527 shares of Series B Common Stock automatically converted into shares of Series A Common Stock in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

5. 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.

6. Consists of (i) 87,302 shares of Series A Common Stock; (ii) 551,618 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 227,272 unvested performance stock units awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

7. Consists of 269,585 shares of Series B Common Stock.

Remarks:

	/s/ Landon Edmond, Attorney-in-Fact	05/18/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Klaviyo (KVYO) CFO Amanda Whalen report?

Amanda Whalen reported an open-market sale of 14,000 Series A shares and several related tax and conversion transactions. These included converting 27,527 Series B shares into Series A and share withholding for taxes linked to restricted stock unit vesting.

How many Klaviyo (KVYO) shares did the CFO sell and at what price?

The CFO sold 14,000 shares of Series A Common Stock at a weighted-average price of $14.26 per share. Individual trades occurred in a range from $13.88 to $14.45 per share, as disclosed in the transaction footnotes.

How many Klaviyo (KVYO) shares were withheld for the CFO’s tax obligations?

The company withheld 42,476 shares of Series A Common Stock at $14.38 per share to satisfy tax withholding obligations. In addition, 13,527 Series B shares were automatically converted into Series A shares specifically to address tax withholding on vested restricted stock units.

What are Amanda Whalen’s Klaviyo (KVYO) holdings after these Form 4 transactions?

After the reported transactions, Amanda Whalen directly holds 908,668 shares of Series A Common Stock and 269,585 shares of Series B Common Stock. She also has 551,618 unvested restricted stock units and 227,272 unvested performance stock units tied to future vesting conditions.

How does Klaviyo’s (KVYO) Series B Common Stock relate to Series A shares?

Each share of Series B Common Stock is convertible at any time into one share of Series A Common Stock at the holder’s option. Series B shares also automatically convert into Series A upon certain events detailed in Klaviyo’s certificate of incorporation and have no expiration date.