KVYO Form 4: 990K Shares Moved to Trust and LLC on 09/11/2025

Rhea-AI Filing Summary

Ed Hallen, a director and reported 10% owner of Klaviyo, Inc. (KVYO), reported transfers on 09/11/2025. The filing shows a total of 990,000 shares of the issuer's common stock moved the same day: 200,000 shares of Series A Common Stock were transferred to Hodgkins Trust and 790,000 shares to Hodgkins LLC, both described as for estate planning purposes and for no consideration. The report also shows the Reporting Person held 990,000 shares of Series B Common Stock (convertible into Series A) and discloses the conversion feature. The Form 4 was signed by an attorney-in-fact on 09/12/2025.

Insights

Financial Analyst

TL;DR: Director transferred 990,000 shares on 09/11/2025 for estate planning; no cash consideration was paid.

The transaction is a non-sale transfer of 990,000 shares executed the same day and reported on Form 4. Such transfers to a trust and an LLC are described as estate planning moves rather than open-market sales, so they do not directly change public float from a sale perspective. The filing explicitly states the transfers were for no consideration and discloses Series B conversion rights into Series A, which clarifies the share class mechanics.

Corporate Governance Expert

TL;DR: Insider restructured holdings into trust and manager-controlled LLC; disclosures and disclaimers accompany the transfers.

The reporting person disclaimed beneficial ownership of shares held by Hodgkins Trust and Hodgkins LLC except to the extent of any pecuniary interest, and the report notes an independent trustee for the trust. These are standard governance disclosures for estate planning and manager-entity arrangements. The Form 4 includes required explanatory notes and an attorney-in-fact signature, indicating proper procedural filing.

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^*

Hallen Ed

(Last) (First) (Middle)

C/O KLAVIYO, INC. 125 SUMMER STREET

6TH FLOOR

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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

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

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

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	09/11/2025		C		990,000	A	(1)	990,000	D
Series A Common Stock	09/11/2025		G(2)		990,000	D	$0	0	D
Series A Common Stock	09/11/2025		G(2)		200,000	A	$0	200,000	I	By Hodgkins Trust(3)
Series A Common Stock	09/11/2025		G(2)		790,000	A	$0	790,000	I	By Hodgkins LLC(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Common Stock	(1)	09/11/2025		C			990,000	(1)	(1)	Series A Common Stock	990,000	$0	31,999,106	D

Explanation of Responses:

1. 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.

2. On September 11, 2025, the Reporting Person transferred 200,000 shares of Series A Common Stock to Hodgkins Trust and 790,000 shares of Series A Common Stock to Hodgkins LLC for estate planning purposes, in each case for no consideration.

3. Shares are owned directly by Hodgkins Trust for the benefit of the Reporting Person and the Reporting Person's family, and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

4. Shares held by Hodgkins LLC, of which the Reporting Person serves as manager. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.

Remarks:

	/s/ Landon Edmond, Attorney-in-Fact	09/12/2025
	** 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.

FAQ

What did the Form 4 for KVYO filed by Ed Hallen report?

The Form 4 reports transfers on 09/11/2025 totaling 990,000 shares moved for no consideration to Hodgkins Trust (200,000) and Hodgkins LLC (790,000).

Were the transfers sales or estate planning transfers in the KVYO Form 4?

The filing states the transfers were for estate planning purposes and were made for no consideration, not open-market sales.

What share classes were involved in the reported KVYO transactions?

The Form 4 references Series A Common Stock transfers and reports 990,000 shares of Series B Common Stock, which are convertible into Series A shares.

Does the Form 4 disclose any change in beneficial ownership disclaimers?

Yes. The Reporting Person disclaims Section 16 beneficial ownership of shares held by Hodgkins Trust and Hodgkins LLC except to the extent of any pecuniary interest, and notes the trust's trustee is independent.

When was the Form 4 signed and by whom?

The Form 4 bears a signature by Landon Edmond, Attorney-in-Fact dated 09/12/2025.