KVYO director Ed Hallen sells stock, gifts 20,260 shares to donor fund

Rhea-AI Filing Summary

Insider transactions by Klaviyo director and 10% owner Ed Hallen on 09/15/2025: The filing reports multiple sales and a gift under a Rule 10b5-1 plan adopted June 12, 2025. Mr. Hallen sold 22,224 shares of Series A common stock from direct holdings at a weighted-average $31.65 per share and 67,524 shares from holdings attributed to Hodgkins Trust at a weighted-average $31.73 per share, with sale prices in reported ranges. He also made a bona fide gift of 20,260 shares to a donor-advised fund. After these transactions, beneficial ownership reported is 702,216 shares (indirect) via Hodgkins LLC and related entities.

Positive

• Trades executed under a Rule 10b5-1 plan, which provides pre-specified, defense-compliant execution and reduces appearance of opportunistic timing
• Clear disclosures including weighted-average price ranges and disclaimers regarding indirect ownership
• Bona fide gift of 20,260 shares to a donor-advised fund, indicating charitable disposition rather than solely cash raising

Negative

• Material insider selling: total reported disposals of 89,748 shares on 09/15/2025, which reduces reported indirect holdings
• Significant reduction in direct/indirect holdings could be perceived negatively by some investors despite 10b5-1 plan use

Insights

Financial Analyst

TL;DR: Insider sales were executed under a 10b5-1 plan, reducing reported indirect holdings while including a charitable gift.

The transactions are routine in form: sales executed pursuant to a pre-established Rule 10b5-1 plan reduce reported indirect holdings by 89,748 shares sold across direct and trust-held Series A shares at weighted-average prices of $31.65 and $31.73 per share. The gift of 20,260 shares to a donor-advised fund is non-cash and may reflect tax or philanthropic planning rather than liquidity needs. For investors, the plan-based nature lowers informational asymmetry risk but the aggregate volume is material relative to an individual insider position.

Corporate Governance Expert

TL;DR: Transactions follow governance best practices via a documented 10b5-1 plan, with clear disclosures on ownership and disclaimers.

The filing discloses use of a 10b5-1 trading plan adopted June 12, 2025, and provides weighted-average price ranges plus disclaimers regarding indirect ownership through Hodgkins Trust and Hodgkins LLC. The reporting person disclaims Section 16 beneficial ownership except for pecuniary interest, consistent with common governance language. The explicit disclosure and willingness to provide detailed price breakdowns on request support transparency.

Insider Trade Summary

Net Seller: 89,748 shares ($2,845,926)

Net Sell 3 txns

Insider Hallen Ed

Role Director, 10% Owner

Sold 89,748 shs ($2.85M)

Type	Security	Shares	Price	Value
Sale	Series A Common Stock	22,224	$31.65	$703K
Sale	Series A Common Stock	67,524	$31.73	$2.14M
Gift	Series A Common Stock	20,260	$0.00	--

Holdings After Transaction: Series A Common Stock — 177,776 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 $31.07 to $31.965 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 $31.15 to $31.98 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 20,260 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.

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)
09/15/2025

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	09/15/2025		S(1)		22,224	D	$31.65(2)	177,776	I	By Hodgkins Trust(3)
Series A Common Stock	09/15/2025		S(1)		67,524	D	$31.73(4)	722,476	I	By Hodgkins LLC(5)
Series A Common Stock	09/15/2025		G(6)		20,260	D	$0	702,216	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 $31.07 to $31.965 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 $31.15 to $31.98 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 20,260 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.

Remarks:

	/s/ Landon Edmond, Attorney-in-Fact	09/17/2025
	** 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.

FAQ

What shares did Ed Hallen sell according to the Form 4 for KVYO?

The filing reports sales of 22,224 Series A shares from direct holdings and 67,524 Series A shares from Hodgkins Trust on 09/15/2025.

At what prices were the KVYO shares sold by the reporting person?

The sales report weighted-average prices of $31.65 (direct shares) and $31.73 (trust-held shares), with reported transaction price ranges in the filing.

Was the insider trading plan pre-established for these KVYO transactions?

Yes. The transactions were effected pursuant to a Rule 10b5-1 trading plan adopted June 12, 2025.

Did the Form 4 disclose any non-sale transfers for KVYO?

Yes. The reporting person made a bona fide gift of 20,260 shares to a donor-advised fund on 09/15/2025.

What is the reporting person’s ownership after the reported transactions?

After the transactions, the filing reports 702,216 Series A shares beneficially owned indirectly via Hodgkins LLC and related entities.