Klaviyo (KVYO) Co-CEO has shares withheld to cover RSU tax obligations

Rhea-AI Filing Summary

Klaviyo director and Co‑Chief Executive Officer Luciano Fernandez Gomez reported a tax-related share disposition. On the vesting of restricted stock units, 1,746 shares of Series A Common Stock were withheld by Klaviyo at $14.78 per share to satisfy tax obligations.

After this withholding, Fernandez Gomez directly holds 2,323,705 shares, including unvested RSUs and performance stock units that each may convert into one share upon future vesting and settlement.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Fernandez Gomez Luciano

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Series A Common Stock	1,746	$14.78	$26K

Holdings After Transaction: Series A Common Stock — 2,323,705 shares (Direct, null)

Footnotes (1)

1. Represents shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). Consists of (i) 218,966 shares of Series A Common Stock; (ii) 911,501 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 1,193,238 unvested performance stock units awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Key Figures

Shares withheld for taxes: 1,746 shares Withholding price: $14.78 per share Post-transaction holdings: 2,323,705 shares/units +3 more

6 metrics

Shares withheld for taxes 1,746 shares Withheld upon RSU vesting at $14.78 per share

Withholding price $14.78 per share Price used for 1,746 withheld shares

Post-transaction holdings 2,323,705 shares/units Total share-related interests following transaction

Direct common shares 218,966 shares Series A Common Stock held directly

Unvested RSUs 911,501 units Each RSU represents one potential share upon vesting

Unvested performance stock units 1,193,238 units Each performance unit may convert into one share upon vesting

Key Terms

restricted stock units, performance stock units, tax withholding obligations, Series A Common Stock, +1 more

5 terms

restricted stock units financial

"withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"1,193,238 unvested performance stock units awarded under the Plan"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding obligations financial

"withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting"

Series A Common Stock financial

"shares of the Issuer's Series A Common Stock, par value $0.001 per share"

Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.

2023 Stock Option and Incentive Plan financial

"awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan")"

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Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Fernandez Gomez Luciano

(Last) (First) (Middle)

C/O KLAVIYO, INC. 125 SUMMER STREET

6TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02110

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/09/2026		F(1)		1,746	D	$14.78	2,323,705(2)	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

Explanation of Responses:

1. Represents shares of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs").

2. Consists of (i) 218,966 shares of Series A Common Stock; (ii) 911,501 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 1,193,238 unvested performance stock units awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

Remarks:

	/s/ Landon Edmond, Attorney-in-Fact	06/11/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Klaviyo (KVYO) report for Luciano Fernandez Gomez?

Klaviyo reported that Co‑Chief Executive Officer and director Luciano Fernandez Gomez had 1,746 shares of Series A Common Stock withheld. The shares were retained by the company to cover tax obligations from vesting restricted stock units, rather than being sold on the open market.

Was the Klaviyo (KVYO) Form 4 transaction an open-market sale?

No, the Form 4 transaction was not an open-market sale. The 1,746 shares of Series A Common Stock were withheld by Klaviyo to satisfy tax withholding obligations related to vesting RSUs, a mechanical process instead of a discretionary stock sale.

How many Klaviyo (KVYO) shares does Luciano Fernandez Gomez hold after this filing?

Following the tax-withholding event, Luciano Fernandez Gomez is reported as holding 2,323,705 shares-related interests. This includes 218,966 shares of Series A Common Stock, 911,501 unvested RSUs, and 1,193,238 unvested performance stock units that may convert into shares upon vesting.

What equity awards are reported for Luciano Fernandez Gomez at Klaviyo (KVYO)?

The filing lists 911,501 unvested restricted stock units and 1,193,238 unvested performance stock units under Klaviyo’s 2023 Stock Option and Incentive Plan. Each unit represents a contingent right to receive one share of Series A Common Stock when vesting and settlement conditions are met.

What does transaction code F mean in the Klaviyo (KVYO) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this case, 1,746 Klaviyo Series A Common Stock shares were withheld by the issuer specifically to cover tax withholding obligations tied to the vesting of restricted stock units.