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Klaviyo (KVYO): Summit funds convert Series B, sell 5M Series A shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Summit-affiliated funds reported a sequence of transactions in Klaviyo, Inc. on 2026-08-11. They converted 5,000,000 shares of Series B Common Stock into 5,000,000 shares of Series A Common Stock, then sold 5,000,000 Series A shares at $17.71 per share in a sale reported as an open-market or private transaction. Following these transactions, the funds collectively held 13,852,778 shares of Series B Common Stock indirectly through multiple Summit entities, with voting and investment authority delegated to Summit Partners, L.P. and subject to footnoted beneficial-ownership disclaimers.

Positive

  • None.

Negative

  • None.
Insider SUMMIT PARTNERS L P, Summit Partners Growth Equity Fund IX-A, L.P., Summit Partners Growth Equity Fund IX-B, L.P., Summit Partners Co-Invest (Kiwi), LP, SUMMIT INVESTORS GE IX/VC IV, LLC, SUMMIT INVESTORS GE IX/VC IV (UK), L.P.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 5,000,000 shs ($88.55M)
Approx. gross sale proceeds $88.55M
Type Security Shares Price Value
Conversion Series B Common Stock, par value $0.001 per share F1, F5, F2, F3, F4 5,000,000 -- --
Conversion Series A Common Stock, par value $0.001 per share F1, F2, F3, F4 5,000,000 -- --
Sale Series A Common Stock, par value $0.001 per share F2, F3, F4 5,000,000 $17.71 $88.55M
Holdings After Transaction: Series B Common Stock, par value $0.001 per share — 13,852,778 shares (Indirect, See footnotes); Series A Common Stock, par value $0.001 per share — 0 shares (Indirect, See footnotes)
Footnotes (5)
  1. F1. The Series B common stock, par value $0.001 per share ("Series B Common Stock"), is convertible into an equal number of shares of Series A common stock, par value $0.001 per share ("Series A Common Stock"), at any time, at the holder's election, and has no expiration date. Each share of Series B Common Stock will automatically convert into Series A Common Stock upon the earlier of (i) the date specified by 66-2/3% of the outstanding shares of Series B Common Stock, voting as a single series; (ii) following the seventh anniversary of the closing of Klaviyo, Inc.'s (the "Company") initial public offering; or (iii) any transfer, whether or not for value, except for certain permitted transfers described in the Company's certificate of incorporation.
  2. F2. Summit Partners, L.P. is the manager of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE IX, LP, which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. ("Fund IX-A") and Summit Partners Growth Equity Fund IX-B, L.P. ("Fund IX-B"). Summit Partners, L.P. is the managing member of Summit Partners Co-Invest Kiwi GP, LLC, which is the general partner of Summit Partners Co-Invest (Kiwi), L.P. ("Kiwi Co-Invest Fund"). Summit Master Company, LLC is the general partner of Summit Partners, L.P., which is the manager of Summit Investors Management, LLC, which is the manager of Summit Investors GE IX/VC IV, LLC ("Fund IX/VC IV") and the general partner of Summit Investors GE IX/VC IV (UK), L.P. ("Fund IX/VC IV (UK)").
  3. F3. (continued from footnote 2) Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated voting and investment decisions with respect to the securities held by Fund IX/VC IV and Fund IX/VC IV (UK) to Summit Partners, L.P.
  4. F4. The investment committee of Summit Partners, L.P., is currently composed of Peter Y. Chung, Scott C. Collins, and Peter L. Rottier, who may be deemed to have voting and dispositive authority over, and therefore beneficial ownership of, the reported securities. Each of the foregoing entities, Mr. Chung, Mr. Collins, and Mr. Rottier disclaims beneficial ownership of the shares, except to the extent of such person's or entity's pecuniary interest therein and the filing of this statement shall not be deemed an admission that any of the foregoing entities or persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this statement.
  5. F5. Consists of (i) 8,187,302 shares of Series B Common Stock held by Fund IX-A, (ii) 5,112,037 shares of Series B Common Stock held by Fund IX-B, (iii) 504,825 shares of Series B Common Stock held by Kiwi Co-Invest Fund, (iv) 43,030 shares of Series B Common Stock held by Fund IX/VC IV, and (v) 5,584 shares of Series B Common Stock held by Fund IX/VC IV (UK).
Shares converted 5,000,000 shares Series B Common Stock converted into Series A on 2026-08-11
Shares sold 5,000,000 shares Series A Common Stock sale on 2026-08-11
Sale price $17.71 per share Price for 5,000,000 Series A shares sold
Post-transaction Series B holdings 13,852,778 shares Series B Common Stock held indirectly by Summit-affiliated funds
Fund IX-A Series B holding 8,187,302 shares Series B Common Stock held by Fund IX-A
Fund IX-B Series B holding 5,112,037 shares Series B Common Stock held by Fund IX-B
Series A Common Stock financial
"Series B common stock is convertible into an equal number of shares of Series A Common Stock"
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.
Series B Common Stock financial
"The Series B common stock is convertible into an equal number of shares of Series A Common Stock"
convertible financial
"Series B common stock is convertible into an equal number of shares of Series A common stock"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
beneficial ownership financial
"may be deemed to have voting and dispositive authority over, and therefore beneficial ownership of, the reported securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the shares, except to the extent of such person's or entity's pecuniary interest"

FAQ

What did Summit Partners report in this Form 4 for KVYO?
Summit-affiliated funds converted 5,000,000 Series B Klaviyo shares into Series A and then sold 5,000,000 Series A shares at $17.71 per share on 2026-08-11.

How many Klaviyo (KVYO) shares did the Summit funds sell?
The reporting Summit funds sold 5,000,000 shares of Klaviyo Series A Common Stock at a price of $17.71 per share, following a same-day conversion from Series B Common Stock.

What is the nature of the conversion reported for KVYO?
The funds converted 5,000,000 shares of Series B Common Stock into an equal number of Series A shares. Each Series B share is convertible into one Series A share at any time at the holder’s election.

What Klaviyo (KVYO) holdings remain with the Summit funds after these transactions?
After the reported transactions, the Summit funds collectively held 13,852,778 shares of Klaviyo Series B Common Stock, indirectly through several affiliated funds detailed in the footnotes.

Who has voting and investment authority over the reported KVYO shares?
Voting and investment decisions for the reported Klaviyo shares are delegated to Summit Partners, L.P., whose investment committee members may be deemed to have authority, subject to beneficial ownership disclaimers.

Was the KVYO Form 4 sale under a Rule 10b5-1 plan?
The Rule 10b5-1 checkbox is not affirmed; the filing’s indicator is set to false and the footnotes do not state that these trades were made under a Rule 10b5-1 trading plan.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
SUMMIT PARTNERS L P
(Last)(First)(Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Series A Common Stock, par value $0.001 per share08/11/2026C5,000,000A(1)5,000,000ISee footnotes(2)(3)(4)
Series A Common Stock, par value $0.001 per share08/11/2026S5,000,000D$17.710ISee footnotes(2)(3)(4)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Common Stock, par value $0.001 per share(1)08/11/2026C5,000,000 (1) (1)Series A Common Stock, par value $0.001 per share5,000,000(1)13,852,778(5)ISee footnotes(2)(3)(4)
1. Name and Address of Reporting Person*
SUMMIT PARTNERS L P
(Last)(First)(Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Summit Partners Growth Equity Fund IX-A, L.P.
(Last)(First)(Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Summit Partners Growth Equity Fund IX-B, L.P.
(Last)(First)(Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Summit Partners Co-Invest (Kiwi), LP
(Last)(First)(Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
SUMMIT INVESTORS GE IX/VC IV, LLC
(Last)(First)(Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
SUMMIT INVESTORS GE IX/VC IV (UK), L.P.
(Last)(First)(Middle)
222 BERKELEY STREET, 18TH FLOOR
(Street)
BOSTON MASSACHUSETTS 02116
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. The Series B common stock, par value $0.001 per share ("Series B Common Stock"), is convertible into an equal number of shares of Series A common stock, par value $0.001 per share ("Series A Common Stock"), at any time, at the holder's election, and has no expiration date. Each share of Series B Common Stock will automatically convert into Series A Common Stock upon the earlier of (i) the date specified by 66-2/3% of the outstanding shares of Series B Common Stock, voting as a single series; (ii) following the seventh anniversary of the closing of Klaviyo, Inc.'s (the "Company") initial public offering; or (iii) any transfer, whether or not for value, except for certain permitted transfers described in the Company's certificate of incorporation.
2. Summit Partners, L.P. is the manager of Summit Partners GE IX, LLC, which is the general partner of Summit Partners GE IX, LP, which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. ("Fund IX-A") and Summit Partners Growth Equity Fund IX-B, L.P. ("Fund IX-B"). Summit Partners, L.P. is the managing member of Summit Partners Co-Invest Kiwi GP, LLC, which is the general partner of Summit Partners Co-Invest (Kiwi), L.P. ("Kiwi Co-Invest Fund"). Summit Master Company, LLC is the general partner of Summit Partners, L.P., which is the manager of Summit Investors Management, LLC, which is the manager of Summit Investors GE IX/VC IV, LLC ("Fund IX/VC IV") and the general partner of Summit Investors GE IX/VC IV (UK), L.P. ("Fund IX/VC IV (UK)").
3. (continued from footnote 2) Summit Master Company, LLC, as the managing member of Summit Investors Management, LLC, has delegated voting and investment decisions with respect to the securities held by Fund IX/VC IV and Fund IX/VC IV (UK) to Summit Partners, L.P.
4. The investment committee of Summit Partners, L.P., is currently composed of Peter Y. Chung, Scott C. Collins, and Peter L. Rottier, who may be deemed to have voting and dispositive authority over, and therefore beneficial ownership of, the reported securities. Each of the foregoing entities, Mr. Chung, Mr. Collins, and Mr. Rottier disclaims beneficial ownership of the shares, except to the extent of such person's or entity's pecuniary interest therein and the filing of this statement shall not be deemed an admission that any of the foregoing entities or persons are, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this statement.
5. Consists of (i) 8,187,302 shares of Series B Common Stock held by Fund IX-A, (ii) 5,112,037 shares of Series B Common Stock held by Fund IX-B, (iii) 504,825 shares of Series B Common Stock held by Kiwi Co-Invest Fund, (iv) 43,030 shares of Series B Common Stock held by Fund IX/VC IV, and (v) 5,584 shares of Series B Common Stock held by Fund IX/VC IV (UK).
/s/ Adam Hennessey, as attorney-in-fact for Summit Partners, L.P.08/13/2026
/s/ Adam Hennessey, as attorney-in-fact for Summit Investors GE IX/VC IV, LLC08/13/2026
/s/ Adam Hennessey, as attorney-in-fact for Summit Partners Co-Invest (Kiwi), L.P.08/13/2026
/s/ Adam Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund IX-A, L.P.08/13/2026
/s/ Adam Hennessey, as attorney-in-fact for Summit Investors GE IX/VC IV (UK), L.P.08/13/2026
/s/ Adam Hennessey, as attorney-in-fact for Summit Partners Growth Equity Fund IX-B, L.P.08/13/2026
** Signature of Reporting PersonDate
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