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.
Positive
- None.
Negative
- None.
Insights
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 28,457 | $0.00 | -- |
| Conversion | Series A Common Stock | 28,457 | $0.00 | -- |
| Sale | Series A Common Stock | 7,105 | $31.46 | $224K |
| Conversion | Series B Common Stock | 22,855 | $0.00 | -- |
| Conversion | Series A Common Stock | 22,855 | $0.00 | -- |
| Tax Withholding | Series A Common Stock | 34,326 | $31.43 | $1.08M |
Footnotes (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"). 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. 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. 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. 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. 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. 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.
