Klaviyo CLO has 22,340 shares withheld for RSU taxes

Klaviyo, Inc. Chief Legal Officer reports tax withholding share disposition tied to RSU vesting.

Accepted by SEC EDGAR 05/18/2026 - 08:16 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Klaviyo, Inc. Chief Legal Officer reports tax withholding share disposition tied to RSU vesting. The company withheld 22,340 shares of Series A Common Stock at $14.38 per share to cover tax obligations from restricted stock units settling. After this non-market transaction, Edmond Landon holds 561,784 shares-based interests, including 93,396 shares of Series A Common Stock, 338,518 unvested RSUs, and 129,870 unvested performance stock units, all linked to Klaviyo’s 2023 Stock Option and Incentive Plan.

Insider Trade Summary

Exercise Price or Tax Liability: 22,340 shares

Exercise Price or Tax Liability 1 txn

Insider Edmond Landon

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Series A Common Stock	22,340	$14.38	$321K

Holdings After Transaction: Series A Common Stock — 561,784 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Consists of (i) 93,396 shares of Series A Common Stock; (ii) 338,518 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) 129,870 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

Shares withheld for taxes: 22,340 shares Withholding reference price: $14.38 per share Total interests after transaction: 561,784 shares/units +3 more

6 metrics

Shares withheld for taxes 22,340 shares Withheld to satisfy RSU tax obligations

Withholding reference price $14.38 per share Price used for tax-withholding disposition

Total interests after transaction 561,784 shares/units Share-based interests following tax withholding

Direct shares held 93,396 shares Series A Common Stock held after transaction

Unvested RSUs 338,518 RSUs Unvested RSUs under 2023 Stock Option and Incentive Plan

Unvested performance stock units 129,870 PSUs Unvested performance stock units under the 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

"129,870 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")"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Klaviyo (KVYO) Chief Legal Officer report in this Form 4?

The Chief Legal Officer reported a tax-related share disposition, where 22,340 shares of Series A Common Stock were withheld by Klaviyo to satisfy RSU tax obligations. This was not an open-market buy or sell transaction, but a compensation-related tax withholding event.

How many Klaviyo (KVYO) shares were withheld for taxes and at what price?

Klaviyo withheld 22,340 shares of Series A Common Stock at $14.38 per share to satisfy tax withholding obligations. The withholding was connected to the vesting and settlement of restricted stock units granted to the Chief Legal Officer as part of equity compensation.

How many Klaviyo (KVYO) shares and units does the insider hold after this transaction?

After the transaction, the insider’s position totals 561,784 share-based interests, including 93,396 shares of Series A Common Stock, 338,518 unvested RSUs, and 129,870 unvested performance stock units, all awarded under Klaviyo’s 2023 Stock Option and Incentive Plan.

Was the Klaviyo (KVYO) Form 4 transaction an open-market sale of shares?

No, the transaction reflects a tax-withholding disposition, not an open-market sale. Shares were withheld by Klaviyo to pay taxes due when restricted stock units vested and settled, a routine feature of equity compensation rather than a discretionary sale in the market.

What equity awards underlie this Klaviyo (KVYO) Form 4 filing?

The filing references awards under the 2023 Stock Option and Incentive Plan, including 338,518 unvested restricted stock units and 129,870 unvested performance stock units. Each unit or performance unit represents the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

What type of security is involved in this Klaviyo (KVYO) insider transaction?

The transaction involves Series A Common Stock of Klaviyo, with a par value of $0.001 per share. These shares were not traded on the open market; rather, a portion was withheld by the company to meet tax obligations related to vested restricted stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Edmond Landon

(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 Legal 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)		22,340	D	$14.38	561,784(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) 93,396 shares of Series A Common Stock; (ii) 338,518 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) 129,870 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	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)