Form 4: Klaviyo CPO Sells Shares, Tax Withholding Reported

Klaviyo's Chief People Officer, Carmel Galvin, reported the sale of 11,156 shares and the withholding of 24,817 shares for tax obligations.

Summary

• Carmel Galvin, Chief People Officer of Klaviyo, Inc. (KVYO), reported changes in beneficial ownership of Series A Common Stock.
• On November 15, 2025, 24,817 shares of Series A Common Stock were disposed of at a price of $28.61 per share to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs).
• On November 17, 2025, 7,120 shares of Series A Common Stock were sold at a weighted average price of $27.74 per share, with individual transaction prices ranging from $27.39 to $28.31.
• Also on November 17, 2025, an additional 4,036 shares of Series A Common Stock were sold at a weighted average price of $27.11 per share, with individual transaction prices ranging from $26.99 to $27.20.
• The sales on November 17, 2025, totaling 11,156 shares, were executed pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 26, 2024.
• Following these transactions, Carmel Galvin beneficially owns 639,860 shares, consisting of 102,211 shares of Series A Common Stock and 537,649 unvested RSUs.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The filing reports routine insider transactions, including tax-related share withholding and pre-planned sales under a Rule 10b5-1 plan. These are common occurrences for executives and do not inherently signal positive or negative company performance.

Positives

• The sales of shares were conducted under a pre-arranged Rule 10b5-1 trading plan, which demonstrates a commitment to corporate governance best practices and mitigates concerns about trading on material non-public information.

Negatives

• The transactions represent a reduction in the Chief People Officer's direct ownership of Series A Common Stock, which could be perceived as a slight decrease in insider alignment, although largely offset by the pre-planned nature of the sales and tax withholding.

Future Outlook

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

Industry Context

Insider transactions, such as those reported in this Form 4, are a routine aspect of public company operations. The use of a Rule 10b5-1 trading plan for sales is a common practice among executives to manage personal liquidity and diversify holdings while adhering to insider trading regulations. These types of filings are standard across industries for publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but the pre-planned nature of the sales under a 10b5-1 plan generally mitigates concerns about management's confidence in the company's future.

Key Dates

Recommendation

The filing details routine insider transactions, including tax-related share withholding and pre-planned sales under a Rule 10b5-1 plan. These transactions do not indicate a material change in the company's fundamentals or the insider's long-term view, thus a 'hold' recommendation is appropriate based solely on this filing. Investors should consider broader company performance and market conditions for a comprehensive investment decision.

Keywords

Klaviyo, KVYO, Form 4, Insider Transaction, Stock Sale, RSU, Tax Withholding, 10b5-1 Plan, Beneficial Ownership, Chief People Officer