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

Klaviyo's Chief Financial Officer, Amanda Whalen, has sold a significant number of Series A Common Stock shares as part of a pre-arranged trading plan.

Summary

• Amanda Whalen, Chief Financial Officer of Klaviyo, Inc., executed a sale of 14,000 shares of Series A Common Stock on June 18, 2026.
• The sale was conducted under a Rule 10b5-1 trading plan, adopted on August 21, 2025, which is designed to comply with affirmative defense conditions for insider trading.
• The shares were sold at a weighted average price of $13.23 per share, with individual transactions ranging from $13.12 to $13.49.
• Following these transactions, Whalen beneficially owns 852,192 shares of Series A Common Stock, which includes restricted stock units and performance stock units that are currently unvested.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While insider selling can be a negative signal, the execution under a Rule 10b5-1 plan and the continued substantial ownership by the CFO mitigate significant concern.

Positives

• The transaction was executed under a Rule 10b5-1 plan, indicating adherence to pre-determined trading strategies and regulatory compliance.
• The reporting person, Amanda Whalen, continues to hold a substantial number of shares (852,192) after the sale, suggesting continued significant beneficial ownership.

Negatives

• A significant number of shares (14,000) were sold by a key executive, which could be perceived negatively by the market.
• The sale represents a reduction in the CFO's direct holdings.

Risks

• Potential for negative market perception due to insider selling, even if conducted under a 10b5-1 plan.
• Future vesting of restricted stock units and performance stock units could lead to further sales, impacting share availability.

Future Outlook

The filing does not contain forward-looking statements or guidance. It solely reports on a completed transaction.

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.
• The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.12 to $13.49 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.

Industry Context

StockSavvy.ai notes that insider selling, particularly by C-suite executives like a CFO, is a common event. The use of a Rule 10b5-1 plan is a standard practice to mitigate concerns about insider trading, allowing executives to diversify their holdings or meet financial obligations in a structured manner.

Stakeholder Impact

• Shareholders: May interpret the sale as a signal of reduced confidence, though the 10b5-1 plan mitigates this concern. Continued substantial ownership by the CFO should provide some reassurance.
• Employees: May be influenced by market sentiment regarding insider selling, but the structured nature of the sale is a mitigating factor.
• Creditors: Unlikely to be directly impacted by this transaction.

Next Steps

• The reporting person may continue to sell shares under the existing Rule 10b5-1 plan.
• The company may receive requests for detailed pricing information regarding the transactions.

Key Dates

Keywords

Klaviyo, KVYO, Form 4, Insider Trading, Stock Sale, Rule 10b5-1, Amanda Whalen, CFO, Series A Common Stock, Beneficial Ownership