Form 4: Klaviyo Director Luciano Fernandez Gomez Reports Routine Stock Transactions and RSU Award

Klaviyo, Inc. Director Luciano Fernandez Gomez reported the acquisition of 5,820 restricted stock units (RSUs) and the disposition of 2,560 shares for tax withholding purposes, as part of routine compensation.

Summary

• Klaviyo, Inc. Director Luciano Fernandez Gomez reported transactions on June 10, 2025, involving the company's Series A Common Stock.
• Mr. Gomez disposed of 2,560 shares of Series A Common Stock at a price of $34.03 per share to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units (RSUs).
• He acquired 5,820 restricted stock units (RSUs) under the Issuer's 2023 Stock Option and Incentive Plan, with a transaction price of $0.
• Each RSU represents the contingent right to receive one share of Series A Common Stock upon vesting and settlement.
• Following these transactions, Mr. Gomez beneficially owns 20,968 shares of Series A Common Stock directly and 5,820 unvested RSUs, totaling 26,788 shares and RSUs combined.
• The RSUs are set to vest in full upon the earlier of June 10, 2026, or the date of the Issuer's next annual meeting of stockholders, contingent on his continued service as a director.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it reflects routine equity compensation for a director, aligning their interests with the company's long-term performance. The tax-related disposition is a standard, neutral event.

Positives

• The award of 5,820 restricted stock units (RSUs) to Director Luciano Fernandez Gomez aligns his interests with long-term shareholder value, as the RSUs vest based on continued service.
• The RSU award is part of a standard compensation plan (2023 Stock Option and Incentive Plan), indicating ongoing commitment to executive and director incentives.

Negatives

• The disposition of 2,560 shares was for tax withholding purposes, which is a common practice but reduces the director's direct shareholding in the short term.

Risks

• The vesting of the 5,820 restricted stock units (RSUs) is contingent upon Luciano Fernandez Gomez's continued service as a member of Klaviyo's board of directors through the vesting date, posing a risk if his service ceases before then.

Future Outlook

The 5,820 restricted stock units (RSUs) awarded to Director Luciano Fernandez Gomez are expected to vest in full upon the earlier of June 10, 2026, or the date of Klaviyo's next annual meeting of stockholders, provided he continues his service as a director.

Industry Context

This Form 4 filing reflects a routine insider transaction, common in publicly traded companies where directors and executives receive equity compensation, such as restricted stock units (RSUs), as part of their overall remuneration package. The disposition of shares for tax withholding is also a standard practice upon the vesting of such awards.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a form of equity compensation for directors is a widely adopted practice across various industries, including technology and software companies like Klaviyo.
• The mechanism of withholding shares to cover tax obligations upon RSU vesting is a standard industry practice, similar to how companies like Salesforce (CRM) or Adobe (ADBE) manage their equity compensation programs for executives and board members.
• The vesting schedule tied to continued service is typical for RSU awards, ensuring alignment of director interests with long-term company performance and retention, comparable to practices at companies such as HubSpot (HUBS) or Shopify (SHOP).

Stakeholder Impact

• Shareholders: The RSU award to a director can be viewed positively as it aligns management's interests with long-term shareholder value through equity ownership and performance incentives.
• Employees: While not directly impacting employees, the compensation structure for directors can reflect broader company policies on equity incentives.

Next Steps

• The 5,820 restricted stock units (RSUs) are expected to vest upon the earlier of June 10, 2026, or the date of Klaviyo's next annual meeting of stockholders, subject to continued service.

Key Dates

Keywords

Klaviyo, KVYO, Form 4, Insider Transaction, Director, Restricted Stock Units, RSU, Stock Award, Beneficial Ownership, Tax Withholding, Equity Compensation