Klaviyo (KVYO) CPO reports 30,541-share tax withholding, retains 937,999 units

Rhea-AI Filing Summary

Klaviyo, Inc.'s Chief People Officer, Carmel Galvin, reported a tax-related share disposition. On the transaction date, 30,541 shares of Series A Common Stock were withheld by the company at $14.38 per share to cover tax obligations from vesting restricted stock units.

After this non-market transaction, Galvin holds 937,999 shares-based interests, consisting of 163,109 shares of Series A Common Stock, 612,553 unvested restricted stock units, and 162,337 unvested performance stock units. This filing reflects routine tax withholding tied to equity compensation rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Galvin Carmel

Role Chief People Officer

Type	Security	Shares	Price	Value
Tax Withholding	Series A Common Stock	30,541	$14.38	$439K

Holdings After Transaction: Series A Common Stock — 937,999 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) 163,109 shares of Series A Common Stock; (ii) 612,553 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) 162,337 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: 30,541 shares Withholding price: $14.38/share Holdings after transaction: 937,999 shares/units +3 more

6 metrics

Tax-withheld shares 30,541 shares Shares of Series A Common Stock withheld for tax obligations

Withholding price $14.38/share Value used for tax-withholding disposition

Holdings after transaction 937,999 shares/units Total share-based interests following tax withholding

Common shares held 163,109 shares Series A Common Stock held after transaction

Unvested RSUs 612,553 units Unvested restricted stock units under 2023 Plan

Unvested PSUs 162,337 units Unvested performance stock units under 2023 Plan

Key Terms

restricted stock units ("RSUs"), performance stock units, tax withholding obligations, 2023 Stock Option and Incentive Plan

4 terms

restricted stock units ("RSUs") financial

"withheld by the Issuer to satisfy tax 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

"162,337 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

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

2023 Stock Option and Incentive Plan financial

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

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^*

Galvin Carmel

(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 People 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)		30,541	D	$14.38	937,999(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) 163,109 shares of Series A Common Stock; (ii) 612,553 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) 162,337 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 insider transaction did Klaviyo (KVYO) report for Carmel Galvin?

Klaviyo reported that Chief People Officer Carmel Galvin had 30,541 shares of Series A Common Stock withheld to satisfy tax obligations tied to vesting restricted stock units. This was a tax-withholding disposition, not an open-market purchase or sale of shares.

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

The transaction involved 30,541 shares of Klaviyo Series A Common Stock withheld at $14.38 per share. These shares were retained by the company to cover tax withholding obligations related to the vesting and settlement of restricted stock units awarded to Carmel Galvin.

What are Carmel Galvin's holdings in Klaviyo (KVYO) after this Form 4?

Following the tax-withholding transaction, Carmel Galvin holds 937,999 share-based interests. This includes 163,109 shares of Series A Common Stock, 612,553 unvested restricted stock units, and 162,337 unvested performance stock units, each representing the right to receive one share upon vesting and settlement.

Was the Klaviyo (KVYO) insider transaction an open-market sale?

No. The Form 4 describes a tax-withholding disposition, where 30,541 shares were withheld by Klaviyo to satisfy tax obligations from RSU vesting. It does not reflect an open-market sale or discretionary selling activity by Chief People Officer Carmel Galvin.

What types of equity awards does Carmel Galvin hold at Klaviyo (KVYO)?

Carmel Galvin holds unvested restricted stock units and performance stock units under Klaviyo’s 2023 Stock Option and Incentive Plan. There are 612,553 unvested RSUs and 162,337 unvested PSUs, each granting the contingent right to receive one share of Series A Common Stock upon vesting and settlement.