Klaviyo (KVYO) Co-CEO has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Klaviyo, Inc. director and Co‑Chief Executive Officer Luciano Fernandez Gomez reported a tax-related share disposition. On the reported date, 23,308 shares of Series A Common Stock were withheld by Klaviyo to cover tax obligations tied to vesting and settlement of restricted stock units, rather than sold in the open market. Following this withholding, his holdings consist of 145,874 shares of Series A Common Stock, plus 1,008,471 unvested RSUs and 1,193,238 unvested performance stock units, each representing the right to receive one share upon vesting and settlement.

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^*

Fernandez Gomez Luciano

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive 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)		23,308	D	$18.6	2,347,583(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) 145,874 shares of Series A Common Stock; (ii) 1,008,471 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 1,193,238 unvested performance stock units awarded under the 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 insider transaction did Klaviyo (KVYO) Co-CEO Luciano Fernandez Gomez report?

Luciano Fernandez Gomez reported a tax-withholding disposition of 23,308 Klaviyo Series A Common shares. The shares were withheld by the company to satisfy tax obligations arising from the vesting and settlement of restricted stock units, rather than being sold in an open-market transaction.

Was the Klaviyo (KVYO) insider Form 4 a sale in the open market?

No, the Form 4 reflects shares withheld to cover taxes on vesting RSUs, not an open-market sale. Klaviyo retained 23,308 Series A Common shares at $18.60 per share to satisfy the executive’s tax liability tied to equity compensation vesting.

How many Klaviyo (KVYO) shares were withheld and at what price?

Klaviyo withheld 23,308 shares of Series A Common Stock at $18.60 per share. This was done to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units awarded to Co-CEO Luciano Fernandez Gomez.

What are Luciano Fernandez Gomez’s Klaviyo (KVYO) equity holdings after this Form 4?

After the reported transaction, his holdings include 145,874 Klaviyo Series A Common shares, 1,008,471 unvested RSUs, and 1,193,238 unvested performance stock units. Each RSU and performance stock unit represents a contingent right to receive one share upon vesting and settlement under the 2023 Plan.

What equity plans are involved in this Klaviyo (KVYO) insider filing?

The filing references Klaviyo’s 2023 Stock Option and Incentive Plan. Under this plan, Luciano Fernandez Gomez holds unvested RSUs and performance stock units, each granting a contingent right to one Series A Common share upon vesting and settlement, subject to applicable conditions.