Klaviyo (NYSE: KVYO) CFO granted RSUs, PSUs and sells 14,000 shares

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Klaviyo, Inc. Chief Financial Officer Amanda Whalen reported multiple equity transactions involving Series A and Series B Common Stock. On April 15, 2026, she received 265,151 restricted stock units and 227,272 performance stock units, both granted at no cash cost as equity compensation.

The RSUs vest quarterly over time, while the PSUs can vest in up to three tranches over two years if Klaviyo’s Series A stock sustains average closing prices of $30.00, $50.00, and $75.00 per share for at least sixty consecutive days per tranche. On April 16, 2026, Whalen converted 4,293 shares of Series B into Series A and sold 14,000 Series A shares at a weighted average price of $18.54 per share under a pre-arranged Rule 10b5-1 trading plan, leaving her with 895,141 Series A shares and 297,112 Series B shares held directly.

Insider Trade Summary 10b5-1

Net Seller: 14,000 shares ($259,560)

Net Sell 5 txns

Insider Whalen Amanda

Role Chief Financial Officer

Sold 14,000 shs ($260K)

Type	Security	Shares	Price	Value
Conversion	Series B Common Stock	4,293	$0.00	--
Conversion	Series A Common Stock	4,293	$0.00	--
Sale	Series A Common Stock	14,000	$18.54	$260K
Grant/Award	Series A Common Stock	265,151	$0.00	--
Grant/Award	Series A Common Stock	227,272	$0.00	--

Holdings After Transaction: Series B Common Stock — 297,112 shares (Direct); Series A Common Stock — 909,141 shares (Direct)

Footnotes (1)

Represents restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), upon vesting and settlement. The RSUs vest as follows: (i) 50% of the RSUs will vest in eight equal quarterly installments, with the first such installment vesting on May 15, 2026, and (ii) thereafter the remaining 50% of the RSUs will vest in four equal quarterly installments, subject to the Reporting Person's continued service on each such vesting date. Represents performance stock units ("PSUs") awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. The PSUs will vest in up to three tranches over a two-year measurement period, subject to the achievement of specified performance targets tied to the trading price of the Series A Common Stock and the Reporting Person's continued service in the same or substantially equivalent position as the Reporting Person held as of the grant date through the applicable vesting date. Each tranche of PSUs will vest only if the average closing price of the Series A Common Stock for a period of at least sixty consecutive calendar days is at or above a specified dollar value during the applicable measurement period. (continued) The stock price targets for tranches 1 through 3 are $30.00, $50.00, and $75.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Issuer's capital stock. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2025. 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 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. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.34 to $18.98 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. Consists of (i) 42,687 shares of Series A Common Stock; (ii) 625,182 unvested RSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 227,272 unvested PSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. Consists of (i) 262,737 shares of Series B Common Stock and (ii) 34,375 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.

Key Figures

RSU grant: 265,151 shares PSU grant: 227,272 shares Open-market sale: 14,000 shares at $18.54 +5 more

8 metrics

RSU grant 265,151 shares Restricted stock units of Series A Common Stock granted April 15, 2026

PSU grant 227,272 shares Performance stock units of Series A Common Stock granted April 15, 2026

Open-market sale 14,000 shares at $18.54 Series A Common Stock sold April 16, 2026, weighted average price

Series A holdings after sale 895,141 shares Direct Series A Common Stock held following April 16, 2026 sale

Series B holdings after conversion 297,112 shares Direct Series B Common Stock held after 4,293-share conversion

First PSU price target $30.00 per share Average closing price required for tranche 1 PSU vesting

Second PSU price target $50.00 per share Average closing price required for tranche 2 PSU vesting

Third PSU price target $75.00 per share Average closing price required for tranche 3 PSU vesting

Key Terms

restricted stock units ("RSUs"), performance stock units ("PSUs"), Rule 10b5-1 trading plan, weighted average price, +2 more

6 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Option and Incentive Plan"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

performance stock units ("PSUs") financial

"Represents performance stock units ("PSUs") awarded under the Plan, each representing the contingent right"

Rule 10b5-1 trading plan regulatory

"These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Series A Common Stock financial

"each representing the contingent right to receive one share of the Issuer's Series A Common Stock"

Series B Common Stock financial

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

Form 4 Insider Transactions: What Each Field Means →

04/17/2026 - 08:10 PM

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^*

Whalen Amanda

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	04/15/2026		A		265,151⁽¹⁾	A	$0	677,576	D
Series A Common Stock	04/15/2026		A		227,272⁽²⁾⁽³⁾	A	$0	904,848	D
Series A Common Stock	04/16/2026		C⁽⁴⁾		4,293	A	⁽⁵⁾	909,141	D
Series A Common Stock	04/16/2026		S⁽⁴⁾		14,000	D	$18.54⁽⁶⁾	895,141⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Common Stock	⁽⁵⁾	04/16/2026		C⁽⁴⁾			4,293	⁽⁵⁾	⁽⁵⁾	Series A Common Stock	4,293	$0	297,112⁽⁸⁾	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), upon vesting and settlement. The RSUs vest as follows: (i) 50% of the RSUs will vest in eight equal quarterly installments, with the first such installment vesting on May 15, 2026, and (ii) thereafter the remaining 50% of the RSUs will vest in four equal quarterly installments, subject to the Reporting Person's continued service on each such vesting date.

2. Represents performance stock units ("PSUs") awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. The PSUs will vest in up to three tranches over a two-year measurement period, subject to the achievement of specified performance targets tied to the trading price of the Series A Common Stock and the Reporting Person's continued service in the same or substantially equivalent position as the Reporting Person held as of the grant date through the applicable vesting date. Each tranche of PSUs will vest only if the average closing price of the Series A Common Stock for a period of at least sixty consecutive calendar days is at or above a specified dollar value during the applicable measurement period.

3. (continued) The stock price targets for tranches 1 through 3 are $30.00, $50.00, and $75.00 per share, respectively, subject to proportionate adjustment in the event of any stock split or other similar change in the Issuer's capital stock.

4. These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2025.

5. 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 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.

6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.34 to $18.98 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.

7. Consists of (i) 42,687 shares of Series A Common Stock; (ii) 625,182 unvested RSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement; and (iii) 227,272 unvested PSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.

8. Consists of (i) 262,737 shares of Series B Common Stock and (ii) 34,375 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	04/17/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did Klaviyo (KVYO) grant to its CFO Amanda Whalen?

Klaviyo granted Amanda Whalen 265,151 restricted stock units and 227,272 performance stock units of Series A Common Stock. The RSUs vest in quarterly installments, while the PSUs can vest in three tranches over two years if specific stock price targets are achieved and service conditions are met.

How do the new RSUs granted to Klaviyo (KVYO) CFO vest over time?

Half of Amanda Whalen’s 265,151 restricted stock units vest in eight equal quarterly installments starting May 15, 2026. The remaining 50% vest in four additional equal quarterly installments, all subject to her continued service with Klaviyo on each scheduled vesting date.

What stock price targets govern the PSUs granted to Klaviyo (KVYO) CFO?

The 227,272 performance stock units vest in up to three tranches tied to Klaviyo’s Series A stock price. Tranche targets are average closing prices of $30.00, $50.00, and $75.00 per share for at least sixty consecutive days during a two-year measurement period.

What open-market sale did the Klaviyo (KVYO) CFO report in this Form 4?

Amanda Whalen reported selling 14,000 shares of Klaviyo Series A Common Stock at a weighted average price of $18.54 per share. The shares were sold in multiple trades between $18.34 and $18.98 per share, executed under a pre-established Rule 10b5-1 trading plan.

How many Klaviyo (KVYO) shares does the CFO hold after these transactions?

After the reported transactions, Amanda Whalen holds 895,141 shares of Series A Common Stock and 297,112 shares of Series B Common Stock directly. She also has sizable unvested RSU and PSU awards that represent contingent rights to additional shares upon future vesting and settlement.

What is the role of the Rule 10b5-1 plan in the Klaviyo (KVYO) CFO’s stock sale?

The 14,000-share sale was carried out under a Rule 10b5-1 trading plan adopted on August 21, 2025. Such plans pre-schedule trades in advance, allowing insiders like the CFO to sell shares according to predetermined instructions, reducing timing discretion around individual sale decisions.