Form 4: Klaviyo CFO Whalen Reports Planned Stock Sales & RSU Conversions

Klaviyo's Chief Financial Officer, Amanda Whalen, reported pre-planned stock sales and conversions of Series B to Series A common stock, including shares withheld for tax obligations.

Summary

• Amanda Whalen, Chief Financial Officer of Klaviyo, Inc. (KVYO), reported multiple transactions involving the company's Series A and Series B Common Stock.
• On November 14, 2025, 15,000 shares of Series B Common Stock were converted into 15,000 shares of Series A Common Stock.
• Also on November 14, 2025, a total of 15,000 shares of Series A Common Stock were sold in two separate transactions: 14,700 shares at a weighted average price of $28.61 per share (ranging from $27.96 to $28.95) and 300 shares at a weighted average price of $27.89 per share (ranging from $27.805 to $27.95).
• On November 15, 2025, 29,513 shares of Series B Common Stock were automatically converted into Series A Common Stock due to tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs).
• Additionally, on November 15, 2025, 45,058 shares of Series A Common Stock were withheld by the Issuer at a price of $28.61 per share to satisfy tax withholding obligations related to RSU vesting.
• All reported transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024.
• Following these transactions, Amanda Whalen beneficially owns 466,174 shares of Series A Common Stock (including 66,642 direct shares and 399,532 unvested RSUs) and 348,963 shares of Series B Common Stock (including 239,588 direct shares and 109,375 unvested RSUs).

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions, including conversions, sales under a 10b5-1 plan, and tax-related withholdings, which do not indicate a significant shift in sentiment regarding the company's prospects.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing reports routine insider transactions and does not provide information relevant to broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: The transactions represent a minor reduction in the CFO's direct Series A holdings through pre-planned sales and tax withholdings, which is a common occurrence for executives.

Key Dates

Recommendation

The reported transactions are routine insider sales and conversions executed under a pre-established 10b5-1 trading plan and for tax withholding purposes related to RSU vesting. These types of transactions typically do not signal a change in management's outlook or the company's fundamentals, thus warranting a 'hold' recommendation based solely on this filing.

Keywords

Klaviyo, KVYO, Form 4, insider trading, stock sale, RSU, common stock, Series A, Series B, CFO, Amanda Whalen, 10b5-1 plan