KVYO Form 4: CFO Converts 11,204 Series B Shares, Sells 15,000 Series A

Rhea-AI Filing Summary

A Klaviyo insider disclosure shows CFO Amanda Whalen effected share conversions and a small sale under a 10b5-1 plan on 09/12/2025. The report states the Reporting Person converted 11,204 shares of Series B common stock into Series A common stock and acquired 11,204 Series A shares. Separately, 15,000 shares of Series A were sold at a weighted-average price of $31.50 per share, reducing reported beneficial ownership to 481,719 shares. Holdings include 42,687 Series A shares and 439,032 unvested RSUs under the 2023 plan, plus 224,101 Series B shares and 184,375 RSUs under the 2015 plan that are referenced in footnotes.

Positive

• Transactions executed pursuant to a Rule 10b5-1 trading plan, indicating preplanned, compliant sales.
• Reporting Person retains a substantial combined position including vested shares and large unvested RSU balances.

Negative

• 15,000 shares sold at a weighted-average price of $31.50, modestly reducing direct beneficial ownership.
• Significant portion of holdings are unvested RSUs, meaning actual voting/transferable shares are partially contingent on vesting.

Insights

Financial Analyst

TL;DR: CFO sold a modest stake under a preexisting 10b5-1 plan; remaining holdings remain substantial.

The 15,000-share sale at a weighted average of $31.50 represents a routine liquidity event executed pursuant to a Rule 10b5-1 plan adopted August 16, 2024, reducing beneficial holdings to 481,719 shares. The report also documents conversion of 11,204 Series B shares into Series A, a standard corporate mechanics item. Given the size of the post-transaction position and the presence of large unvested RSU balances across two plans, the transactions are unlikely to materially change control or signaling about corporate fundamentals.

Corporate Governance Expert

TL;DR: Transactions appear compliant and disclosed with 10b5-1 plan language and attorney-in-fact signature.

The filing explicitly states the trades were effected under a Rule 10b5-1 plan and includes an attorney-in-fact signature, which supports procedural compliance. The mix of direct shares and substantial unvested RSUs across the 2015 and 2023 incentive plans highlights ongoing executive equity compensation, but the filing contains no indication of atypical or opportunistic insider timing.

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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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)
09/12/2025

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	09/12/2025		C(1)		11,204	A	(2)	496,719	D
Series A Common Stock	09/12/2025		S(1)		15,000	D	$31.5(3)	481,719(4)	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)	09/12/2025		C(1)			11,204	(2)	(2)	Series A Common Stock	11,204	$0	408,476(5)	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 $31.17 to $31.98 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. Consists of (i) 42,687 shares of Series A Common Stock and (ii) 439,032 unvested restricted stock units ("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.

5. Consists of (i) 224,101 shares of Series B Common Stock and (ii) 184,375 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	09/12/2025
	** 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).
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FAQ

What did Klaviyo CFO Amanda Whalen report on Form 4 (KVYO)?

The Form 4 reports conversion of 11,204 Series B shares into Series A and a sale of 15,000 Series A shares on 09/12/2025.

Were the sales by Amanda Whalen part of a 10b5-1 plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on August 16, 2024.

At what price were the shares sold?

The shares were sold at a weighted-average price of $31.50 per share, with individual trade prices ranging from $31.17 to $31.98.

What is Amanda Whalen's beneficial ownership after the transactions?

The filing reports 481,719 shares beneficially owned following the reported transactions.

How much of the reported position is unvested RSUs?

Post-transaction holdings include 439,032 unvested RSUs under the 2023 plan and 184,375 unvested RSUs under the 2015 plan as referenced in the footnotes.