KVYO CFO reports Series A/B conversions, sales and RSU withholdings

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) reported insider transactions by its Chief Financial Officer on a Form 4. On 11/14/2025 and 11/15/2025, the CFO converted shares of Series B Common Stock into Series A Common Stock and executed related sales and tax withholdings under a Rule 10b5-1 trading plan adopted on August 16, 2024.

The CFO acquired 15,000 and 29,513 shares of Series A Common Stock through conversions and sold 15,000 shares in total at weighted average prices of $28.61 and $27.89, with additional shares withheld to cover RSU tax obligations. After these transactions, the CFO beneficially owned 466,174 shares of Series A Common Stock and 348,963 derivative securities tied to Series B Common Stock and RSUs.

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

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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^*

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)
11/14/2025

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	11/14/2025		C(1)		15,000	A	(2)	496,719	D
Series A Common Stock	11/14/2025		S(1)		14,700	D	$28.61(3)	482,019	D
Series A Common Stock	11/14/2025		S(1)		300	D	$27.89(4)	481,719	D
Series A Common Stock	11/15/2025		C(5)		29,513	A	(2)	511,232	D
Series A Common Stock	11/15/2025		F(6)		45,058	D	$28.61	466,174(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)	11/14/2025		C(1)			15,000	(2)	(2)	Series A Common Stock	15,000	$0	378,476	D
Series B Common Stock	(2)	11/15/2025		C(5)			29,513	(2)	(2)	Series A Common Stock	29,513	$0	348,963(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 16, 2024.

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 $27.96 to $28.95 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 $27.805 to $27.95 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) 66,642 shares of Series A Common Stock and (ii) 399,532 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) 239,588 shares of Series B Common Stock and (ii) 109,375 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	11/18/2025
	** 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).
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FAQ

What did Klaviyo (KVYO)'s CFO report on this Form 4?

The CFO of Klaviyo, Inc. (KVYO) reported conversions of Series B Common Stock into Series A Common Stock, open market sales, and share withholdings for tax obligations related to RSU vesting on 11/14/2025 and 11/15/2025.

How many Klaviyo (KVYO) shares did the CFO sell and at what prices?

On 11/14/2025, the CFO sold 14,700 shares of Series A Common Stock at a weighted average price of $28.61 per share and 300 shares at a weighted average price of $27.89 per share, as disclosed in the Form 4 footnotes.

How many Klaviyo (KVYO) shares did the CFO acquire through conversions?

The CFO acquired 15,000 shares and 29,513 shares of Series A Common Stock through the conversion of Series B Common Stock, with each Series B share convertible into one Series A share according to the company’s certificate of incorporation.

What is the CFO's beneficial ownership in Klaviyo (KVYO) after these transactions?

After the reported transactions, the CFO beneficially owned 466,174 shares of Series A Common Stock and 348,963 derivative securities tied to Series B Common Stock and unvested RSUs, as detailed in Tables I and II and the explanatory footnotes.

Was a Rule 10b5-1 trading plan used for these Klaviyo (KVYO) trades?

Yes. The Form 4 states that these transactions were effected under a Rule 10b5-1 trading plan adopted by the reporting person on August 16, 2024, which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Why were some Klaviyo (KVYO) shares withheld rather than sold on the market?

The Form 4 explains that certain shares of Series A Common Stock were withheld by the issuer to satisfy tax withholding obligations triggered by the vesting and settlement of restricted stock units (RSUs).