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

Securities Analyst

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.

Corporate Governance Expert

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.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		C(1)		11,426	A	(2)	416,170	D
Series A Common Stock	08/15/2025		F(3)		24,695	D	$31.43	391,475	D
Series A Common Stock	08/18/2025		C		11,074	A	(2)	402,549	D
Series A Common Stock	08/18/2025		S(4)		9,965	D	$31.46(5)	392,584(6)	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
Series B Common Stock	(2)	08/15/2025		C(1)			11,426	(2)	(2)	Series A Common Stock	11,426	$0	56,074	D
Series B Common Stock	(2)	08/18/2025		C			11,074	(2)	(2)	Series A Common Stock	11,074	$0	45,000(7)	D

Explanation of Responses:

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").

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

	/s/ Landon Edmond	08/19/2025
	** 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).
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FAQ

What transactions did KVYO insider Edmond Landon report on the Form 4?

He reported RSU-related conversions and withholding on 08/15/2025, additional acquisition and sale activity on 08/18/2025, including a sale of 9,965 shares under a 10b5-1 plan.

How many KVYO shares does Edmond Landon beneficially own after these filings?

392,584 shares beneficially owned following the reported transactions, consisting of 113,798 vested Series A shares and 278,786 unvested RSUs.

Were any shares sold under a 10b5-1 plan for KVYO?

Yes. Sales on 08/18/2025 of 9,965 shares were effected under a Rule 10b5-1 trading plan adopted on 08/16/2024.

What price did the KVYO shares sell for in these transactions?

Weighted average prices reported around $31.43–$31.46 with individual sales in a range of $31.20 to $31.76 per share.

Why were shares withheld by Klaviyo as shown on the Form 4?

The issuer withheld 24,695 Series A shares to satisfy tax withholding obligations related to the vesting and settlement of RSUs.