Form 4: Klaviyo CFO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Klaviyo's Chief Financial Officer, Amanda Whalen, sold 14,000 shares of Series A Common Stock for approximately $360,000 through pre-arranged trading plans.
Summary
- Klaviyo's Chief Financial Officer, Amanda Whalen, reported transactions involving the company's stock on January 15, 2026.
- Ms. Whalen converted 4,045 shares of Series B Common Stock into Series A Common Stock.
- She subsequently sold a total of 14,000 shares of Series A Common Stock in two separate transactions.
- The first sale involved 7,826 shares at a weighted average price of $26.08 per share.
- The second sale involved 6,174 shares at a weighted average price of $25.52 per share.
- These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on August 21, 2025.
- Following these transactions, Ms. Whalen beneficially owns 442,219 shares of Series A Common Stock (including 399,532 unvested restricted stock units) and 344,918 shares of Series B Common Stock (including 109,375 unvested restricted stock units).
Sentiment
Score: 5
Explanation: The filing reports insider selling by a key executive. While insider selling can sometimes be viewed negatively, the fact that these transactions were conducted under a pre-arranged Rule 10b5-1 trading plan suggests a planned diversification or liquidity event rather than a reaction to new, adverse company-specific information.
Positives
- Transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a structured approach to personal financial management rather than a reactive sale based on new, non-public information.
Negatives
- The Chief Financial Officer sold a significant number of shares (14,000 shares) of the company's Series A Common Stock.
- The sales occurred at weighted average prices of $26.08 and $25.52 per share, totaling approximately $360,000.
Future Outlook
Not applicable, as this filing reports past insider transactions and does not contain forward-looking statements or guidance.
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 21, 2025.
Industry Context
This filing is a routine disclosure of insider stock transactions and does not provide information to analyze broader industry trends or competitors.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Insider Trading Policy Adherence | The Reporting Person adopted a Rule 10b5-1 trading plan on August 21, 2025, under which the reported transactions were executed. This plan allows insiders to sell shares at a pre-determined time or price, providing an affirmative defense against insider trading allegations. | 08/21/2025 | Enhances transparency and provides a legal framework for insiders to manage their equity holdings without being accused of trading on material non-public information. |
Stakeholder Impact
- Shareholders may observe the insider selling, which could lead to questions about management's confidence, although the 10b5-1 plan mitigates this concern.
Key Dates
| Date | Description |
|---|---|
| 08/21/2025 | Reporting Person adopted a Rule 10b5-1 trading plan. |
| 01/15/2026 | Date of reported stock conversion and sales transactions. |
| 01/16/2026 | Date the Form 4 was signed by the Attorney-in-Fact. |
Keywords
Klaviyo, KVYO, insider trading, Form 4, stock sale, CFO, Amanda Whalen, 10b5-1 plan, Series A Common Stock, Series B Common Stock, beneficial ownership
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