Klaviyo (KVYO) Co-CEO sees shares withheld for taxes on RSU vesting

Rhea-AI Filing Summary

Klaviyo, Inc. Co-CEO Luciano Fernandez Gomez reported a tax-related share disposition tied to equity compensation. The company withheld 22,132 shares of Series A Common Stock, valued at $14.38 per share, to cover tax obligations arising from the vesting and settlement of restricted stock units.

After this withholding, Fernandez Gomez holds 2,325,451 Series A equity-linked interests, including 214,892 shares of Series A Common Stock, 917,321 unvested RSUs, and 1,193,238 unvested performance stock units. This Form 4 reflects a routine compensation and tax event rather than an open-market stock sale.

Insights

Equity compensation analyst

Routine tax withholding on vested RSUs with large remaining stake.

The transaction reflects tax withholding, not a discretionary market trade. Klaviyo withheld 22,132 shares of Series A Common Stock at $14.38 per share to satisfy tax obligations triggered by RSU vesting and settlement for Co-CEO Luciano Fernandez Gomez.

Following the event, he is reported with 2,325,451 Series A-related interests: 214,892 shares, plus substantial unvested RSUs and performance stock units. There are no derivative exercises or open-market sales in this filing, so the signal is primarily administrative and compensation-related.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fernandez Gomez Luciano

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Series A Common Stock	22,132	$14.38	$318K

Holdings After Transaction: Series A Common Stock — 2,325,451 shares (Direct, null)

Footnotes (1)

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"). Consists of (i) 214,892 shares of Series A Common Stock; (ii) 917,321 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) 1,193,238 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.

Key Figures

Tax-withheld shares: 22,132 shares Withholding price: $14.38 per share Holdings after transaction: 2,325,451 interests +3 more

6 metrics

Tax-withheld shares 22,132 shares Shares withheld to satisfy tax obligations on RSU vesting

Withholding price $14.38 per share Value used for shares withheld for taxes

Holdings after transaction 2,325,451 interests Total Series A-related interests following tax withholding

Series A shares held 214,892 shares Series A Common Stock component of post-transaction position

Unvested RSUs 917,321 units Unvested RSUs under 2023 Stock Option and Incentive Plan

Unvested PSUs 1,193,238 units Unvested performance stock units under the same plan

Key Terms

restricted stock units ("RSUs"), performance stock units, tax withholding obligations, Series A Common Stock, +1 more

5 terms

restricted stock units ("RSUs") financial

"withholding obligations in connection with 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

"1,193,238 unvested performance stock units awarded under the Plan, each representing the contingent right"

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

"withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement"

Series A Common Stock financial

"Represents shares of the Issuer's Series A Common Stock, par value $0.001 per share"

Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.

2023 Stock Option and Incentive Plan financial

"unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing"

Form 4 Insider Transactions: What Each Field Means →

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^*

Fernandez Gomez Luciano

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock	05/15/2026		F(1)		22,132	D	$14.38	2,325,451(2)	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. Consists of (i) 214,892 shares of Series A Common Stock; (ii) 917,321 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) 1,193,238 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.

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)

FAQ

What did Klaviyo (KVYO) Co-CEO Luciano Fernandez Gomez report in this Form 4?

He reported a tax-withholding disposition where 22,132 shares of Series A Common Stock were withheld by Klaviyo at $14.38 per share to cover taxes from RSU vesting and settlement, rather than an open-market stock sale.

How many Klaviyo (KVYO) shares were involved in the tax withholding event?

The event involved 22,132 shares of Klaviyo’s Series A Common Stock. These shares were withheld by the company to satisfy tax obligations associated with the vesting and settlement of restricted stock units granted to the Co-Chief Executive Officer.

Does this Klaviyo (KVYO) Form 4 show an open-market sale by the Co-CEO?

No. The Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by Klaviyo to pay taxes when restricted stock units vested, which is a common administrative step in equity compensation programs.

What is Luciano Fernandez Gomez’s reported Klaviyo (KVYO) equity position after this transaction?

After the transaction, he is shown with 2,325,451 Series A-related interests, including 214,892 shares of Series A Common Stock, 917,321 unvested RSUs, and 1,193,238 unvested performance stock units, all tied to Klaviyo’s equity plans.

What types of equity awards does Klaviyo (KVYO) use for its Co-CEO?

The filing shows restricted stock units and performance stock units granted under Klaviyo’s 2023 Stock Option and Incentive Plan. Each unit represents a contingent right to receive one share of Series A Common Stock upon vesting and settlement conditions being met.

How many unvested RSUs and PSUs does the Klaviyo (KVYO) Co-CEO hold?

He holds 917,321 unvested RSUs and 1,193,238 unvested performance stock units. Each unit corresponds to a potential future share of Series A Common Stock, subject to vesting and performance conditions under the company’s 2023 incentive plan.