Form 4: Klaviyo CFO Sells Shares Under 10b5-1 Plan

Klaviyo's Chief Financial Officer, Amanda Whalen, sold 15,000 shares of Series A Common Stock for approximately $375,447 through a pre-arranged trading plan.

Summary

• Amanda Whalen, Chief Financial Officer of Klaviyo, Inc. (KVYO), reported transactions involving the company's equity securities.
• On October 10, 2025, Ms. Whalen converted 15,000 shares of Series B Common Stock into 15,000 shares of Series A Common Stock.
• Immediately following the conversion, she sold a total of 15,000 shares of Series A Common Stock in two separate transactions.
• The first sale involved 9,808 shares at a weighted average price of $25.33 per share, with prices ranging from $24.93 to $25.85.
• The second sale involved 5,192 shares at a weighted average price of $24.45 per share, with prices ranging from $24.25 to $24.73.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Ms. Whalen on August 16, 2024.
• Following these transactions, Ms. Whalen beneficially owns 481,719 shares of Series A Common Stock (including 439,032 unvested RSUs) and 393,476 shares of Series B Common Stock (including 184,375 unvested RSUs).

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can sometimes be viewed negatively, the execution under a pre-arranged Rule 10b5-1 plan mitigates concerns, indicating a routine transaction for personal financial management rather than a reflection of company performance.

Positives

• The transactions were conducted under a Rule 10b5-1 trading plan, indicating pre-scheduled sales for diversification or liquidity rather than a reaction to new, negative information.

Negatives

• The sale of 15,000 shares by a key executive reduces insider ownership, which can sometimes be perceived as a slight negative by investors, although mitigated by the 10b5-1 plan.

Risks

• No specific risks were mentioned in this Form 4 filing beyond the general market perception of insider selling.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024.

Industry Context

Insider transactions, particularly those executed under Rule 10b5-1 plans, are a common occurrence in publicly traded companies. These plans allow insiders to sell a predetermined number of shares at a predetermined time or price, providing an affirmative defense against insider trading allegations and facilitating executive diversification and liquidity management.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan for insider stock sales is a standard corporate governance practice across industries, demonstrating a commitment to transparency and compliance with SEC regulations.
• The volume of shares sold (15,000 shares) by a CFO of a company like Klaviyo is generally considered routine for executive compensation and personal financial planning, and not indicative of a significant shift in company prospects when executed under a pre-arranged plan.

Corporate Governance

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but the pre-planned nature of the sale under a 10b5-1 plan suggests no immediate negative implications for company fundamentals.
• Management: The CFO's personal financial planning and diversification are facilitated through the sale of shares.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing.

Key Dates

Recommendation

The reported transactions represent a routine insider sale by the Chief Financial Officer under a pre-arranged Rule 10b5-1 trading plan. Such sales are common for executive compensation and diversification purposes and do not typically signal a change in company fundamentals or warrant a shift in investment thesis. Investors should continue to evaluate Klaviyo based on its operational performance and market position, as this filing provides no new material information to alter a fundamental investment decision.

Keywords

Klaviyo, KVYO, Form 4, Insider Trading, Stock Sale, CFO, Amanda Whalen, 10b5-1 Plan, Beneficial Ownership