[SCHEDULE 13G/A] Klaviyo, Inc. SEC Filing

Rhea-AI Filing Summary

Vestis Corporation (VSTS) Q3 FY-25 10-Q highlights

• Revenue slipped 3.5% YoY to $673.8 m; nine-month sales down 4.7% to $2.02 bn.
• Operating income fell 33% to $25.0 m; net swung to a $0.7 m loss (-$0.01 EPS) versus $5.0 m profit a year ago. YTD loss is $27.7 m (-$0.21 EPS).
• Cost pressure sustained: SG&A up 6% YTD and severance charges reached $12.4 m (vs. $1.4 m prior period).
• Operating cash flow collapsed to $33.3 m YTD (vs. $176.2 m), driven by working-capital use and higher credit-loss allowance (+$15 m).
• Net debt stands at $1.16 bn; weighted-avg interest 6.68%. May-25 credit-agreement amendment raised net-leverage covenant to 5.25× and suspended dividends/buybacks until leverage ≤4.5×, signalling tighter lender oversight.
• Liquidity: $23.7 m cash plus $266 m revolver availability.
• Segment view: U.S. revenue -3.7%, OI -37%; Canada revenue -1.5% but OI doubled to $2.5 m.
• No goodwill impairment despite trigger review; allowance for credit losses now $30.8 m.
• Multiple shareholder class- and derivative actions filed May–Jul 2025; settlement of prior pricing suit cost $3.1 m.

Overall, softer volumes, margin compression and litigation overshadow modest interest-expense savings and adequate liquidity.

Positive

• Interest expense declined 25% YoY (to $22.5 m) following February-24 refinancing, easing bottom-line pressure.
• Credit-agreement amendment increased leverage headroom and extended covenants, reducing immediate default risk.
• Liquidity remains available with $266 m unused revolver capacity plus $23.7 m cash.
• Canada segment doubled operating income to $2.5 m despite slight revenue dip.

Negative

• Revenue contraction: -3.5% Q3 and -4.7% YTD, indicating demand softness.
• Profitability reversal: Net loss of $0.7 m vs $5.0 m profit YoY; operating income down 33%.
• Operating cash flow plunged 81% YTD to $33.3 m, straining internal funding.
• High leverage: $1.16 bn debt vs $882 m equity; dividend suspended until leverage improves.
• Allowance for credit losses jumped to $30.8 m (+15 m adjustment), signalling collection risk.
• Severance costs surged to $12.4 m, reflecting executive turnover.
• Shareholder litigation and derivative suits create legal and reputational overhang.

Insights

Equity Analyst

TL;DR: Earnings reversed to loss, cash generation weak, leverage high—equity story deteriorates.

Revenue decline coupled with expense creep pushed Vestis into the red. Operating margin dropped 140 bp and nine-month OCF fell 81%, raising concerns on cash generation for a highly levered balance sheet. The covenant reset buys time but at the cost of dividend restrictions, confirming limited capital-allocation flexibility. Litigation overhang and credit-loss build highlight execution and governance risks. Equity holders face a tougher recovery path absent clear volume or pricing catalysts.

Credit Analyst

TL;DR: Covenant relief averts breach but fundamentals weaken; leverage and liquidity need close monitoring.

Net leverage remains elevated (~4.9× EBITDA by our quick estimate). Amendment raises threshold to 5.25× through FY-26, offering cushion, yet OCF erosion and higher bad-debt expense pressure coverage. Interest expense dropped 25% YoY after refinancing, though variable-rate exposure persists. $266 m revolver headroom plus $24 m cash suffice near-term, but dividend ban underscores lender precaution. Any further earnings slippage could reignite covenant risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Klaviyo, Inc. (the "Issuer")

(Name of Issuer)

Series A common stock, par value $0.001 per share (the "Series A Common Stock")

(Title of Class of Securities)

49845K101

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 49845K101

1

Names of Reporting Persons

Bialecki Andrew

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 87,796,336.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 87,796,336.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

87,796,336.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

42.9 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Klaviyo, Inc. (the "Issuer")
(b)	Address of issuer's principal executive offices: 125 Summer Street, 6th Floor, Boston, MA, 02110
Item 2.
(a)	Name of person filing: This statement is filed on behalf of Andrew Bialecki (the "Reporting Person").
(b)	Address or principal business office or, if none, residence: The business address of the Reporting Person is c/o Klaviyo, Inc., 125 Summer Street, 6th Floor, Boston, MA 02110.
(c)	Citizenship: The Reporting Person is a citizen of the United States of America.
(d)	Title of class of securities: Series A common stock, par value $0.001 per share (the "Series A Common Stock")
(e)	CUSIP No.: 49845K101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The ownership information below represents beneficial ownership of Series A Common Stock of the Issuer as of June 30, 2025, based on (i) 116,877,930 shares of Series A Common Stock outstanding as of June 30, 2025, as reported by the Issuer to the Reporting Person, plus (ii) an aggregate of 87,796,336 shares of Series A Common Stock issuable upon conversion of shares of the Issuer's Series B common stock, par value $0.001 per share (the "Series B Common Stock"), beneficially owned by the Reporting Person, which are deemed outstanding pursuant to SEC Rule 13-3(d)(1)(i) only for purposes of computing the percentage ownership of the Reporting Person. The Reporting Person may be deemed to be the beneficial owner of 87,796,336 shares of Series A Common Stock, which includes: (i) 74,773,276 shares of Series A Common Stock underlying shares of Series B Common Stock held directly by the Reporting Person, (ii) 43,218 shares of Series A Common Stock underlying shares of Series B Common Stock held by the Reporting Person's spouse, (iii) 11,945,830 shares of Series A Common Stock underlying shares of Series B Common Stock held by the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, of which the Reporting Person serves as trustee, (iv) 517,006 shares of Series A Common Stock underlying shares of Series B Common Stock held by the Andrew P. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person's spouse serves as a trustee, and (v) 517,006 shares of Series A Common Stock underlying shares of Series B Common Stock held by the Elizabeth L. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person serves as a trustee.
(b)	Percent of class: 42.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 87,796,336
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 87,796,336
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bialecki Andrew

Signature:	/s/ Andrew Bialecki
Name/Title:	Andrew Bialecki
Date:	08/05/2025

FAQ

How did VSTS perform financially in Q3 FY-25?

Revenue was $673.8 m (-3.5% YoY) and net loss was $0.7 m (-$0.01 EPS).

What is Vestis' current leverage and liquidity position?

Net debt is $1.16 bn; liquidity includes $23.7 m cash and $266 m undrawn revolver.

Why was the credit agreement amended in May 2025?

To raise the net-leverage covenant to 5.25× and restrict dividends/buybacks until leverage ≤4.5×, providing extra covenant cushion.

How did operating cash flow change year-to-date?

OCF fell to $33.3 m from $176.2 m in the prior year due to working-capital outflows and higher credit-loss reserves.

Are there any legal proceedings investors should note?

Yes. Multiple shareholder class and derivative actions were filed between May–July 2025, and a $3.1 m pricing suit was settled.

Did Vestis record any goodwill impairment this quarter?

No. A trigger test was performed but fair values exceeded carrying amounts.