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

KVYO director & 10% owner logs sales at up to $30.575; 40,512 gifted

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

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) reported insider activity by a director and 10% owner under a Rule 10b5-1 trading plan adopted on June 12, 2025. On Nov 10, 2025, the reporting person sold 8,572 Series A shares through a trust and 50,920 shares through an LLC at weighted average prices within disclosed ranges. On Nov 11, 2025, additional sales of 545 shares (trust) and 2,266 shares (LLC) occurred at weighted average prices of $30.00. The insider also made a bona fide gift of 40,512 shares to a donor-advised fund.

Following these transactions, the filings show indirect holdings of 168,659 shares by the trust and 608,518 shares by the LLC. All prices reflect weighted averages with full breakdowns available upon request, and ownership is reported as indirect through the named entities.

Positive

  • None.

Negative

  • None.
Insider Hallen Ed
Role Director, 10% Owner
Sold 62,303 shs ($1.87M)
Type Security Shares Price Value
Sale Series A Common Stock 545 $30.00 $16K
Sale Series A Common Stock 2,266 $30.00 $68K
Sale Series A Common Stock 8,572 $30.05 $258K
Sale Series A Common Stock 50,920 $30.04 $1.53M
Gift Series A Common Stock 40,512 $0.00 --
Holdings After Transaction: Series A Common Stock — 168,659 shares (Indirect, By Hodgkins Trust)
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 12, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.56 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. Shares are owned directly by Hodgkins Trust for the benefit of the Reporting Person and the Reporting Person's family, and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.575 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. Shares held by Hodgkins LLC, of which the Reporting Person serves as manager. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Represents a bona fide gift of 40,512 shares of stock from the Reporting Person to a donor-advised fund pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 12, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.02 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 $30.00 to $30.01 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.
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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*
Hallen Ed
(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2025
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 11/10/2025 S(1) 8,572 D $30.05(2) 169,204 I By Hodgkins Trust(3)
Series A Common Stock 11/10/2025 S(1) 50,920 D $30.04(4) 651,296 I By Hodgkins LLC(5)
Series A Common Stock 11/10/2025 G(6) 40,512 D $0 610,784 I By Hodgkins LLC(5)
Series A Common Stock 11/11/2025 S(1) 545 D $30(7) 168,659 I By Hodgkins Trust(3)
Series A Common Stock 11/11/2025 S(1) 2,266 D $30(8) 608,518 I By Hodgkins LLC(5)
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. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 12, 2025.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.56 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.
3. Shares are owned directly by Hodgkins Trust for the benefit of the Reporting Person and the Reporting Person's family, and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.575 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. Shares held by Hodgkins LLC, of which the Reporting Person serves as manager. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
6. Represents a bona fide gift of 40,512 shares of stock from the Reporting Person to a donor-advised fund pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 12, 2025.
7. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.02 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.
8. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.00 to $30.01 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.
Remarks:
/s/ Landon Edmond, Attorney-in-Fact 11/12/2025
** 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 were reported for KVYO?

A director and 10% owner reported sales on Nov 10–11, 2025 and a bona fide gift of 40,512 Series A shares to a donor-advised fund.

At what prices were KVYO shares sold?

Weighted average prices ranged from $30.00 to $30.575 per share, with detailed trade breakdowns available upon request.

How many KVYO shares were sold on each date?

On Nov 10, 2025: 8,572 (trust) and 50,920 (LLC). On Nov 11, 2025: 545 (trust) and 2,266 (LLC).

What are the insider’s indirect holdings after the transactions?

Indirect holdings reported: 168,659 shares by the trust and 608,518 shares by the LLC.

Was a 10b5-1 trading plan used?

Yes. Transactions were made pursuant to a Rule 10b5-1 trading plan adopted on June 12, 2025.

How is ownership structured for these KVYO shares?

Shares are held indirectly through Hodgkins Trust and Hodgkins LLC, with disclaimers limiting beneficial ownership to any pecuniary interest.