KVYO Insider Report: RSU Conversions, Tax Withholding and 10b5-1 Sales
Rhea-AI Filing Summary
Klaviyo Chief Legal Officer Edmond Landon reported multiple transactions in August 2025 affecting his beneficial ownership of Klaviyo (KVYO) stock. On 08/15/2025 and 08/18/2025 Mr. Landon received 22,500 shares of Series B Common Stock that converted into Series A Common Stock in connection with RSU vesting and tax withholding; the issuer also withheld 24,695 Series A shares to satisfy taxes. He sold 9,965 shares on 08/18/2025 under a Rule 10b5-1 plan at a weighted average price of $31.46 (sales ranged $31.20–$31.76). After these transactions he beneficially owned 392,584 shares (including 113,798 vested Series A shares and 278,786 unvested RSUs). The Form 4 discloses conversion mechanics, withholding for taxes, and that the 10b5-1 plan was adopted on 08/16/2024.
Positive
- Use of a Rule 10b5-1 trading plan (adopted 08/16/2024) indicates trades were pre-planned and not opportunistic
- Substantial remaining beneficial ownership of 392,584 shares including 113,798 vested shares, maintaining insider alignment
- Clear disclosure of RSU conversion and tax-withholding which improves transparency about the nature of share movements
Negative
- Insider sales totaling 34,660 shares (24,695 withheld for taxes and 9,965 sold) represent a reduction in economic exposure
- Sales occurred at market prices around $31.4, which may be interpreted negatively by some investors despite being pre-planned
Insights
TL;DR: Insider executed planned sales but retains substantial ownership; transactions appear routine and pre-planned.
The Form 4 shows landed sales of 9,965 shares under a Rule 10b5-1 plan and withholding of 24,695 shares to cover taxes following RSU settlement. Sales occurred in a narrow price band around $31.4 and did not eliminate the reporting person’s significant position of 392,584 shares, including sizable unvested RSUs. From a market-impact perspective these are modest, pre-arranged dispositions rather than opportunistic market exits. Documentation of conversion mechanics and tax withholding increases transparency for investors.
TL;DR: Disclosure is clear on conversion, withholding, and 10b5-1 plan adoption; governance filing meets Section 16 transparency expectations.
The filing documents automatic conversion of Series B to Series A shares tied to RSU settlement, specifies the 10b5-1 plan adoption date (08/16/2024), and provides the weighted average sale price range. These elements reduce ambiguity about the timing and intent of sales. The continuing substantial beneficial ownership and the split between vested shares and unvested RSUs are disclosed, aiding shareholder assessment of insider alignment with long-term value creation.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 11,074 | $0.00 | -- |
| Conversion | Series A Common Stock | 11,074 | $0.00 | -- |
| Sale | Series A Common Stock | 9,965 | $31.46 | $313K |
| Conversion | Series B Common Stock | 11,426 | $0.00 | -- |
| Conversion | Series A Common Stock | 11,426 | $0.00 | -- |
| Tax Withholding | Series A Common Stock | 24,695 | $31.43 | $776K |
Footnotes (1)
- Represents 11,426 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs"). Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of 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. Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.20 to $31.76 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Consists of (i) 113,798 shares of Series A Common Stock and (ii) 278,786 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. Consists of 45,000 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.
