STOCK TITAN

Klaviyo (KVYO) director reports 9,334-share sale and Series B to A conversion

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Klaviyo, Inc. director Susan St. Ledger reported same-day share sales and conversions involving the company’s dual-class common stock. She sold 9,334 shares of Series A Common Stock in an open-market transaction at $14.27 per share under a pre-arranged Rule 10b5-1 trading plan. On the same date, 9,334 shares of Series B Common Stock were converted into Series A Common Stock. After these transactions, she directly holds 20,273 shares of Series A Common Stock and 50,166 shares of Series B Common Stock, along with 5,820 unvested restricted stock units that can settle into Series A shares.

Positive

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Insider St. Ledger Susan
Role null
Sold 9,334 shs ($133K)
Type Security Shares Price Value
Conversion Series B Common Stock 9,334 $0.00 --
Conversion Series A Common Stock 9,334 $0.00 --
Sale Series A Common Stock 9,334 $14.27 $133K
Holdings After Transaction: Series B Common Stock — 50,166 shares (Direct, null); Series A Common Stock — 20,273 shares (Direct, null)
Footnotes (1)
  1. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 11, 2025. 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. Consists of (i) 5,119 shares of Series A Common Stock and (ii) 5,820 unvested restricted stock units 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 50,166 shares of Series B Common Stock.
Series A shares sold 9,334 shares Open-market sale of Series A Common Stock
Sale price per share $14.27 per share Price for Series A open-market sale
Series A holdings after transactions 20,273 shares Directly held Series A Common Stock after reported activity
Series B holdings after transactions 50,166 shares Directly held Series B Common Stock after conversion
Unvested RSUs 5,820 units Restricted stock units tied to Series A Common Stock
Shares converted from Series B 9,334 shares Series B Common Stock converted into Series A Common Stock
Rule 10b5-1 trading plan regulatory
"These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted..."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Series A Common Stock financial
"Each share of the Issuer's Series B Common Stock... into one share of the Issuer's Series A Common Stock..."
Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.
Series B Common Stock financial
"Each share of the Issuer's Series B Common Stock, par value $0.001 per share..."
derivative security financial
"Conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
restricted stock units financial
"5,820 unvested restricted stock units awarded under the Issuer's 2023 Stock Option and Incentive Plan..."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
contingent right financial
"each representing the contingent right to receive one share of Series A Common Stock..."
SEC Form 4
FORM 4UNITED 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).
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*
St. Ledger Susan

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Series A Common Stock05/18/2026C(1)9,334A(2)20,273D
Series A Common Stock05/18/2026S(1)9,334D$14.2710,939(3)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series B Common Stock(2)05/18/2026C(1)9,334 (2) (2)Series A Common Stock9,334$050,166(4)D
Explanation of Responses:
1. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 11, 2025.
2. 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.
3. Consists of (i) 5,119 shares of Series A Common Stock and (ii) 5,820 unvested restricted stock units 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.
4. Consists of 50,166 shares of Series B Common Stock.
Remarks:
/s/ Landon Edmond, Attorney-in-Fact05/20/2026
** Signature of Reporting PersonDate
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 activity did Klaviyo (KVYO) director Susan St. Ledger report?

Susan St. Ledger reported selling 9,334 shares of Klaviyo Series A Common Stock and converting 9,334 Series B shares into Series A on the same date, reflecting a combination of open-market sale and derivative conversion activity in the company’s dual-class stock structure.

At what price did Susan St. Ledger sell Klaviyo (KVYO) Series A shares?

She sold 9,334 shares of Klaviyo Series A Common Stock at $14.27 per share in an open-market transaction. This sale was reported as part of a broader set of same-day transactions that also included a conversion of Series B shares into Series A shares.

Were Susan St. Ledger’s Klaviyo (KVYO) transactions under a Rule 10b5-1 plan?

Yes. The filing states that these transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Susan St. Ledger on June 11, 2025. Such pre-arranged plans automate trading and can reduce the significance of timing decisions for interpreting insider activity.

How many Klaviyo (KVYO) shares does Susan St. Ledger hold after these transactions?

After the reported transactions, she directly holds 20,273 shares of Series A Common Stock and 50,166 shares of Series B Common Stock, plus 5,820 unvested restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Series A upon vesting and settlement.

What is the relationship between Klaviyo (KVYO) Series A and Series B Common Stock?

Each share of Klaviyo’s Series B Common Stock is convertible at any time into one share of Series A Common Stock at the holder’s option. Series B shares also automatically convert into Series A upon specified events described in the company’s certificate of incorporation and have no expiration date.

What do Susan St. Ledger’s unvested RSUs in Klaviyo (KVYO) represent?

She holds 5,820 unvested restricted stock units granted under Klaviyo’s 2023 Stock Option and Incentive Plan. Each RSU provides a contingent right to receive one share of Series A Common Stock when vesting and settlement conditions specified in the plan are satisfied in the future.