Klaviyo (NYSE: KVYO) CPO reports RSU tax-withholding share disposition

Rhea-AI Filing Summary

Klaviyo, Inc. Chief People Officer Galvin Carmel reported a tax-withholding share disposition related to equity compensation. On the transaction date, 23,050 shares of Series A Common Stock were withheld by Klaviyo at $18.60 per share to satisfy tax obligations from vesting restricted stock units. After this withholding, Carmel’s direct interest consists of 130,487 shares of Series A Common Stock and 486,323 unvested RSUs, each RSU representing the right to receive one share of Series A Common Stock upon vesting and settlement, for a total of 616,810 shares and RSUs reported.

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

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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).

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 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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F(1)		23,050	D	$18.6	616,810(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) 130,487 shares of Series A Common Stock and (ii) 486,323 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.

Remarks:

	/s/ Landon Edmond, Attorney-in-Fact	02/18/2026
	** 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).
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FAQ

What did Galvin Carmel report in the latest Klaviyo (KVYO) Form 4 filing?

Galvin Carmel reported a tax-withholding disposition of 23,050 Klaviyo Series A Common Stock shares. The shares were withheld by the company to cover tax obligations arising from the vesting and settlement of restricted stock units granted as equity compensation.

How many Klaviyo (KVYO) shares were withheld for Galvin Carmel’s taxes?

Klaviyo withheld 23,050 shares of Series A Common Stock for Galvin Carmel’s tax obligations. The withholding relates to the vesting and settlement of restricted stock units and was priced at $18.60 per share according to the reported transaction details.

Was Galvin Carmel’s Form 4 transaction an open-market sale of Klaviyo (KVYO) stock?

The transaction was not an open-market sale; it was a tax-withholding disposition coded “F.” Shares of Klaviyo Series A Common Stock were withheld by the company to satisfy tax liabilities linked to vesting restricted stock units granted to Galvin Carmel.

What is Galvin Carmel’s reported Klaviyo (KVYO) equity position after the Form 4 transaction?

After the transaction, Galvin Carmel is reported with 616,810 total interests in Klaviyo equity. This consists of 130,487 shares of Series A Common Stock and 486,323 unvested restricted stock units, each RSU representing a contingent right to receive one share upon vesting.

What type of security was involved in Galvin Carmel’s Klaviyo (KVYO) Form 4 transaction?

The transaction involved Klaviyo’s Series A Common Stock with a par value of $0.001 per share. These shares were withheld by Klaviyo to cover tax obligations linked to the vesting and settlement of restricted stock units awarded under the company’s 2023 Stock Option and Incentive Plan.

How are Galvin Carmel’s unvested RSUs in Klaviyo (KVYO) described in the filing?

The filing reports 486,323 unvested RSUs awarded to Galvin Carmel under the 2023 Stock Option and Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Klaviyo Series A Common Stock upon vesting and subsequent settlement according to plan terms.