Klaviyo (NYSE: KVYO) CFO logs share conversions, sales and RSU tax moves

Rhea-AI Filing Summary

Klaviyo, Inc.’s Chief Financial Officer Amanda Whalen reported a mix of share conversions, sales, and tax-related dispositions in company stock. On February 13, she converted 14,000 Series B Common shares into Series A Common and sold 9,281 Series A shares at a weighted average price of $19.01, plus 4,719 shares at a weighted average of $18.63, with actual sale prices ranging from $18.52 to $19.75 per share.

On February 15, she converted an additional 29,513 Series B shares into Series A in connection with tax withholding on vested RSUs and had 45,307 Series A shares withheld to cover tax obligations. After these transactions, she held 426,425 shares of Series A Common Stock and 301,405 shares of Series B Common Stock, along with unvested RSUs, all under pre-arranged Rule 10b5-1 trading and equity plans.

Insights

Equity compensation and insider-trading analyst

CFO activity combines planned stock sales with routine RSU tax handling.

The transactions show Klaviyo CFO Amanda Whalen converting Series B Common into Series A Common and then selling a portion of Series A shares under a Rule 10b5-1 plan. Additional shares were withheld to satisfy tax obligations tied to RSU vesting, a common equity-compensation mechanism.

The weighted-average sale prices between $18.52 and $19.75 provide a narrow trading range but no direct signal on company fundamentals. Afterward, she still holds substantial Series A and Series B positions plus unvested RSUs, suggesting continued equity exposure. Overall, these look like administrative and liquidity-management moves rather than a thesis-changing event.

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^*

Whalen Amanda

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		C(1)		14,000	A	(2)	456,219	D
Series A Common Stock	02/13/2026		S(1)		9,281	D	$19.01(3)	446,938	D
Series A Common Stock	02/13/2026		S(1)		4,719	D	$18.63(4)	442,219	D
Series A Common Stock	02/15/2026		C(5)		29,513	A	(2)	471,732	D
Series A Common Stock	02/15/2026		F(6)		45,307	D	$18.6	426,425(7)	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)	02/13/2026		C(1)			14,000	(2)	(2)	Series A Common Stock	14,000	$0	330,918	D
Series B Common Stock	(2)	02/15/2026		C(5)			29,513	(2)	(2)	Series A Common Stock	29,513	$0	301,405(8)	D

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 August 21, 2025.

2. Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time at the option of the holder into one share of the Issuer's Series A Common Stock, par value $0.001 per share ("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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.76 to $19.75 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.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.52 to $18.75 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. Represents 29,513 shares of Series B Common Stock automatically converted into shares of Series A Common Stock in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").

6. 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.

7. Consists of (i) 66,394 shares of Series A Common Stock and (ii) 360,031 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.

8. Consists of (i) 267,030 shares of Series B Common Stock and (ii) 34,375 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	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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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 insider transactions did Klaviyo (KVYO) CFO Amanda Whalen report?

Amanda Whalen reported converting Series B Common Stock into Series A, selling Series A shares, and having additional shares withheld to cover RSU-related tax obligations. All actions were disclosed as part of her equity compensation and Rule 10b5-1 trading arrangements.

How many Klaviyo (KVYO) shares did the CFO sell in the latest filing?

The filing shows sales of 9,281 and 4,719 shares of Series A Common Stock. These were executed at weighted average prices of $19.01 and $18.63 per share, with individual trade prices ranging from $18.52 to $19.75 per share.

Were Klaviyo (KVYO) CFO’s stock sales made under a Rule 10b5-1 plan?

Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on August 21, 2025. Such plans pre-schedule trades, aiming to separate personal trading decisions from ongoing, non-public corporate information.

What role did RSUs play in the Klaviyo (KVYO) CFO’s Form 4 transactions?

Restricted stock units drove several entries. Shares of Series B converted into Series A in connection with RSU tax withholding, and additional Series A shares were withheld to satisfy RSU-related tax obligations, reflecting standard treatment of equity compensation vesting events.

What Klaviyo (KVYO) share classes are involved in the CFO’s reported trades?

The transactions involve Series A and Series B Common Stock. Series B shares are convertible into Series A on a one-for-one basis and have no expiration date, with conversions occurring at the holder’s option or automatically upon certain specified corporate events.

What were the weighted average prices for the Klaviyo (KVYO) CFO’s share sales?

One sale block of 9,281 Series A shares used a weighted average price of $19.01 per share, from trades between $18.76 and $19.75. Another block of 4,719 shares used $18.63 per share, from trades between $18.52 and $18.75.