KVYO Insider Report: RSU Conversions, Tax-Withheld Shares, and 7,105-Share Sale

Rhea-AI Filing Summary

Stephen Eric Rowland, President of Klaviyo, Inc. (KVYO), reported multiple equity transactions in mid-August 2025. On 08/15/2025 and 08/18/2025 he received 22,855 and 28,457 shares respectively through conversion of Series B common stock into Series A common stock related to RSU settlements and a conversion provision. The filing shows the issuer withheld 34,326 shares on 08/15/2025 to satisfy tax withholding and Rowland sold 7,105 shares on 08/18/2025 for a weighted average price of about $31.46 under a Rule 10b5-1 trading plan adopted November 22, 2024. After these transactions the filing reports 445,726 shares beneficially owned, consisting of vested shares and unvested RSUs.

Insights

Securities Analyst

TL;DR: Insider executed routine RSU conversions, tax withholdings and a planned sale under a 10b5-1 plan; transactions are operational rather than directional.

These transactions primarily reflect equity compensation mechanics: conversion of Series B into Series A shares upon RSU settlement and shares withheld to meet tax obligations. The reported open-market sale of 7,105 shares at a weighted average near $31.46 was effected pursuant to a pre-established Rule 10b5-1 plan, which reduces the appearance of opportunistic timing. The net change in beneficial ownership is modest relative to total reported holdings and is consistent with typical executive compensation settlement activity.

Corporate Governance Expert

TL;DR: Filing shows compliance with disclosure and insider trading plan rules; the tax-withholding and conversion entries are standard for RSU settlements.

The filing documents appropriate use of a 10b5-1 plan adopted on November 22, 2024, and discloses withheld shares to satisfy tax liabilities, which is common practice. The reporting includes clear explanations of conversion rights for Series B shares and the composition of post-transaction holdings (vested shares plus unvested RSUs). From a governance perspective, the form is complete and includes an attorney-in-fact signature, satisfying procedural requirements.

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
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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).

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^*

Rowland Stephen Eric

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		C(1)		22,855	A	(2)	458,700	D
Series A Common Stock	08/15/2025		F(3)		34,326	D	$31.43	424,374	D
Series A Common Stock	08/18/2025		C		28,457	A	(2)	452,831	D
Series A Common Stock	08/18/2025		S(4)		7,105	D	$31.46(5)	445,726(6)	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
Series B Common Stock	(2)	08/15/2025		C(1)			22,855	(2)	(2)	Series A Common Stock	22,855	$0	438,953	D
Series B Common Stock	(2)	08/18/2025		C			28,457	(2)	(2)	Series A Common Stock	28,457	$0	410,496(7)	D

Explanation of Responses:

1. Represents 22,855 shares of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), automatically converted into shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

2. Each share of Series B Common Stock is convertible at any time at the option of the holder into one share of 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. Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.

4. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 22, 2024.

5. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $31.20 to $31.77 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.

6. Consists of (i) 136,175 shares of Series A Common Stock and (ii) 309,551 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.

7. Consists of 410,496 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.

Remarks:

	/s/ Landon Edmond, Attorney-in-Fact	08/19/2025
	** 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 transactions did Klaviyo (KVYO) insider Stephen Eric Rowland report on Form 4?

He reported conversions of 22,855 and 28,457 Series B shares into Series A shares, 34,326 shares withheld for taxes, and a sale of 7,105 shares.

Were any shares sold under a 10b5-1 plan in this filing for KVYO?

Yes. The filing states the sale transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on November 22, 2024.

What price did the insider receive for the shares sold?

The weighted average sale price reported for the sold shares is approximately $31.46, with individual sale prices ranging from $31.20 to $31.77.

How many shares does the filing report as beneficially owned after these transactions?

The filing reports 445,726 shares beneficially owned following the reported transactions, comprised of vested shares and unvested RSUs as detailed in the footnotes.

Why were Series B shares converted to Series A shares in this filing?

Footnotes state each Series B share is convertible into one Series A share and certain events, including RSU settlement, trigger automatic conversion.