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  4. [Form 4] Klaviyo, Inc. Insider Trading Activity

Klaviyo Chief People Officer Files Form 4 for KVYO Share Sales

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) reported insider share activity by its Chief People Officer on Form 4. The executive had 24,817 shares of Series A Common Stock withheld on 11/15/2025 to cover tax obligations triggered by the vesting of restricted stock units.

On 11/17/2025, the officer sold 7,120 shares at a weighted average price of $27.74, with individual trades ranging from $27.39 to $28.31 per share, and a further 4,036 shares at a weighted average price of $27.11, with trades between $26.99 and $27.20 per share. These sales were made under a pre-arranged Rule 10b5-1 trading plan adopted on November 26, 2024.

After these transactions, the officer beneficially owns 639,860 shares of Series A Common Stock, including 102,211 shares currently held and 537,649 unvested RSUs that each represent the right to receive one share upon vesting and settlement.

Positive

  • None.

Negative

  • None.
Insider Galvin Carmel
Role Chief People Officer
Sold 11,156 shs ($307K)
Type Security Shares Price Value
Sale Series A Common Stock 7,120 $27.74 $198K
Sale Series A Common Stock 4,036 $27.11 $109K
Tax Withholding Series A Common Stock 24,817 $28.61 $710K
Holdings After Transaction: Series A Common Stock — 643,896 shares (Direct)
Footnotes (1)
  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"). These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 26, 2024. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $27.39 to $28.31 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.99 to $27.20 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) 102,211 shares of Series A Common Stock and (ii) 537,649 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.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
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)
11/15/2025
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 11/15/2025 F(1) 24,817 D $28.61 651,016 D
Series A Common Stock 11/17/2025 S(2) 7,120 D $27.74(3) 643,896 D
Series A Common Stock 11/17/2025 S(2) 4,036 D $27.11(4) 639,860(5) 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. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 26, 2024.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $27.39 to $28.31 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.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.99 to $27.20 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.
5. Consists of (i) 102,211 shares of Series A Common Stock and (ii) 537,649 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 11/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Klaviyo (KVYO) report on this Form 4?

The Chief People Officer of Klaviyo (KVYO) reported three transactions in Series A Common Stock: tax withholding of 24,817 shares on 11/15/2025 and open market sales of 7,120 shares and 4,036 shares on 11/17/2025.

At what prices did the Klaviyo (KVYO) officer sell shares?

The officer sold 7,120 shares at a weighted average price of $27.74 per share, with prices between $27.39 and $28.31, and 4,036 shares at a weighted average price of $27.11, with prices between $26.99 and $27.20.

How many Klaviyo (KVYO) shares does the insider own after these transactions?

Following the reported transactions, the officer beneficially owns 639,860 shares of Klaviyo's Series A Common Stock, consisting of 102,211 shares and 537,649 unvested RSUs.

Were the Klaviyo (KVYO) insider sales made under a Rule 10b5-1 plan?

Yes. The filing states that the sales on 11/17/2025 were effected under a Rule 10b5-1 trading plan adopted by the reporting person on November 26, 2024.

Why were 24,817 Klaviyo (KVYO) shares withheld on 11/15/2025?

The 24,817 shares of Series A Common Stock were withheld by Klaviyo to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units.

What do the unvested RSUs reported for Klaviyo (KVYO) represent?

The 537,649 unvested RSUs each represent the contingent right to receive one share of Klaviyo's Series A Common Stock upon vesting and settlement under the 2023 Stock Option and Incentive Plan.