Klaviyo, Inc. SEC Filings

KVYO insider Stephen Rowland filed a notice to sell company stock under Rule 144. The filing covers a planned sale of 7,104 common shares of KVYO through Morgan Stanley Smith Barney LLC on the NYSE, with an indicated aggregate market value of $203,245.44 and reference to 137,856,147 shares outstanding. These shares were acquired as restricted stock units from the issuer on 11/15/2025. Over the prior three months, Rowland conducted three separate Rule 10b5-1 sales of 7,105 common shares each, with disclosed gross proceeds of $173,021.72, $226,542.59, and $223,528.27. By signing the notice, the seller represents that he is not aware of any undisclosed material adverse information about KVYO.

An affiliate of the issuer has filed a notice to sell 11,156 Series A shares through Fidelity Brokerage Services LLC on the NYSE, with an approximate sale date of 11/17/2025 and an aggregate market value of 319,284.72. These shares were acquired on 11/14/2025 via restricted stock vesting as compensation from the issuer.

The seller, Carmel Galvin, previously sold 11,155 Series A shares on 08/18/2025 for gross proceeds of 353,264.99. By signing the notice, the seller represents they are not aware of any undisclosed material adverse information about the issuer’s current or prospective operations.

Shopify Strategic Holdings 3 LLC and Shopify Inc. filed Amendment No. 3 to their Schedule 13D on Klaviyo (KVYO), reporting beneficial ownership of 32,027,518 shares of Series A Common Stock equivalent, representing 18.85% of the class as of the filing date.

The stake comprises 16,284,344 shares of Series B Common Stock held directly and an Investment Option exercisable for an additional 15,743,174 Series B. Each Series B share is convertible into one Series A share. The amendment reflects warrant vesting of 344,382, 344,383, and 344,381 on April 28, July 28, and October 28, 2025, respectively, and subsequent exercises on April 28, July 28, and November 14, 2025. Klaviyo had 137,856,147 Series A shares outstanding as of October 31, 2025, per its Form 10‑Q.

Klaviyo (KVYO): Shopify Strategic Holdings 3 LLC, together with Shopify Inc. as a reporting person, filed a Form 4. On 11/14/2025, they reported a Code X transaction involving warrants to purchase 344,381 shares of Klaviyo’s Series B Common Stock at an exercise price of $0.01 per share. The warrants carry an expiration date of 07/28/2032.

Per the footnotes, 25% of the warrant shares vested on 07/28/2022 and the remainder vests quarterly in equal amounts through 07/28/2027; additionally, 25% vested immediately prior to the IPO. The securities are held directly by Shopify Strategic Holdings 3 LLC; Shopify Inc. is an indirect beneficial owner and disclaims beneficial ownership except to the extent of its pecuniary interest. Each Series B share is convertible into one Series A share; the Series B has no expiration.

Klaviyo, Inc. (KVYO) reported an insider transaction by CEO, Director, and 10% Owner Andrew P. Bialecki. On 11/11/2025, he converted 140,464 shares of Series B Common Stock into Series A Common Stock and sold 140,464 Series A shares pursuant to a Rule 10b5-1 trading plan adopted on May 20, 2025. The weighted average sale price was $29.74, with trades executed between $29.21 and $30.01.

The filing notes each Series B share is convertible into one Series A share and that Series B has no expiration date. Following the reported transactions, Bialecki directly held 73,992,942 Series B shares. Indirect holdings of Series A shares are listed as 7,517,410 by The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, 517,006 by The Elizabeth L. Bialecki Irrevocable GST Trust of 2023, 517,006 by The Andrew P. Bialecki Irrevocable GST Trust of 2023, and 43,218 by his spouse.

Summit Partners-affiliated funds filed Amendment No. 5 to Schedule 13G reporting their beneficial ownership in Klaviyo, Inc. (KVYO). The group reports an aggregate 12.03% of Klaviyo’s Series A Common Stock, calculated based on 137,856,147 Series A shares outstanding as of October 31, 2025, plus 18,852,778 Series A shares issuable upon conversion of their Series B shares.

The reported securities are held across several entities, including Fund IX-A with 11,142,414 Series A shares issuable (7.11%) and Fund IX-B with 6,957,168 issuable (4.44%), alongside smaller positions by Kiwi Co-Invest, Fund IX/VC IV, and Fund IX/VC IV (UK). Voting and dispositive powers are reported as shared in amounts corresponding to each fund’s position. The filing notes that certain principals may be deemed to share authority, while all parties disclaim beneficial ownership beyond their direct holdings.

Klaviyo, Inc. (KVYO) reported insider activity by a director and 10% owner under a Rule 10b5-1 trading plan adopted on June 12, 2025. On Nov 10, 2025, the reporting person sold 8,572 Series A shares through a trust and 50,920 shares through an LLC at weighted average prices within disclosed ranges. On Nov 11, 2025, additional sales of 545 shares (trust) and 2,266 shares (LLC) occurred at weighted average prices of $30.00. The insider also made a bona fide gift of 40,512 shares to a donor-advised fund.

Following these transactions, the filings show indirect holdings of 168,659 shares by the trust and 608,518 shares by the LLC. All prices reflect weighted averages with full breakdowns available upon request, and ownership is reported as indirect through the named entities.

KVYO filed a Form 144 notice for a proposed sale of 2,811 Series A shares, with an approximate sale date of 11/11/2025 on the NYSE. The listed broker is Fidelity Brokerage Services LLC.

The filing also details recent sales over the past three months: Hodgkins LLC sold 67,524 shares for $2,142,377.45 and Hodgkins Trust sold 22,224 shares for $703,493.05 on 09/15/2025; Hodgkins LLC sold 50,920 shares for $1,529,816.71 and Hodgkins Trust sold 8,572 shares for $257,604.18 on 11/10/2025.

The shares to be sold were acquired as Founders Shares on 09/25/2012 as compensation. Shares outstanding were 137856147 at the time listed; this is a baseline figure, not the amount being sold.

KVYO filed a Form 144 notice for a proposed sale of 59,492 Series A shares, with an aggregate market value of $1,787,420.89. The shares were acquired on 09/25/2012 as founder shares, recorded as compensation. The filing lists Fidelity Brokerage Services LLC as broker and names the NYSE as the exchange, with an approximate sale date of 11/10/2025.

Recent activity disclosed includes sales during the past three months: Hodgkins LLC sold 67,524 Series A shares for $2,142,377.45 and Hodgkins Trust sold 22,224 Series A shares for $703,493.05 on 09/15/2025. This notice reflects an intent to sell under Rule 144 and does not itself complete a transaction.