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

Klaviyo's Chief Legal Officer, Landon Edmond, sold shares of Series A Common Stock totaling $313,499.90 under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Landon Edmond, Chief Legal Officer of Klaviyo, Inc. (KVYO), reported changes in beneficial ownership of company stock.
• On August 15, 2025, 11,426 shares of Series B Common Stock automatically converted into Series A Common Stock due to Restricted Stock Unit (RSU) vesting.
• On August 15, 2025, 24,695 shares of Series A Common Stock were withheld by Klaviyo to satisfy tax withholding obligations related to the RSU vesting, valued at $31.43 per share.
• On August 18, 2025, an additional 11,074 shares of Series B Common Stock automatically converted into Series A Common Stock due to RSU vesting.
• On August 18, 2025, 9,965 shares of Series A Common Stock were sold at a weighted average price of $31.46 per share, with individual transaction prices ranging from $31.20 to $31.76.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 16, 2024.
• Following these transactions, Landon Edmond beneficially owns 392,584 shares of Series A Common Stock, which includes 113,798 direct shares and 278,786 unvested RSUs.
• Additionally, Landon Edmond beneficially owns 45,000 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.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While there is insider selling, it was conducted under a pre-arranged 10b5-1 plan, which mitigates negative interpretations. The vesting of RSUs is a positive for employee incentives.

Positives

• Vesting of Restricted Stock Units (RSUs) indicates ongoing employee incentive and retention for the Chief Legal Officer.
• Transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, which suggests the sales were not based on new, non-public information and aligns with good corporate governance practices.

Negatives

• An insider, the Chief Legal Officer, sold 9,965 shares of Series A Common Stock, which can sometimes be perceived negatively by investors, even when pre-planned.

Future Outlook

No specific forward-looking statements or guidance are provided in this Form 4 filing, as it primarily reports past insider transactions.

Industry Context

This Form 4 filing reports routine insider transactions and does not provide broader industry context or trends.

Corporate Governance

Stakeholder Impact

• Shareholders: Insider selling, even under a 10b5-1 plan, may lead to questions about management's confidence, though the pre-planned nature mitigates this concern.
• Employees: The vesting of Restricted Stock Units (RSUs) indicates ongoing equity compensation for key personnel, which can positively impact employee retention and alignment with company performance.

Key Dates

Recommendation

The filing is a Form 4 detailing routine insider transactions, specifically the sale of shares by the Chief Legal Officer under a pre-arranged Rule 10b5-1 trading plan. While insider selling can sometimes be a negative signal, the existence of a 10b5-1 plan suggests the sale was not based on new, non-public information. This type of filing typically does not provide enough fundamental information to warrant a 'buy' or 'sell' recommendation, but rather confirms expected activity. Therefore, a 'hold' recommendation is appropriate, pending further fundamental analysis of the company's financial performance and strategic outlook.

Keywords

Klaviyo, KVYO, SEC Form 4, Insider Trading, Stock Sale, Rule 10b5-1, Restricted Stock Units, RSU, Landon Edmond, Chief Legal Officer, Beneficial Ownership