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

Klaviyo Director and 10% owner Ed Hallen sold and gifted Series A Common Stock under a pre-arranged trading plan.

Summary

• Ed Hallen, a Director and 10% owner of Klaviyo, Inc. (KVYO), reported multiple transactions involving Series A Common Stock.
• On November 10, 2025, Hallen sold 8,572 shares at a weighted average price of $30.05 per share, and 50,920 shares at a weighted average price of $30.04 per share.
• Also on November 10, 2025, Hallen made a bona fide gift of 40,512 shares of Series A Common Stock to a donor-advised fund, with a reported price of $0.
• On November 11, 2025, Hallen sold an additional 545 shares at a weighted average price of $30.00 per share, and 2,266 shares at a weighted average price of $30.00 per share.
• All reported transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by Hallen on June 12, 2025.
• Following these transactions, Hallen's indirect beneficial ownership includes 168,659 shares held by Hodgkins Trust and 608,518 shares held by Hodgkins LLC.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the transactions are routine insider sales and a gift executed under a pre-arranged 10b5-1 trading plan, which typically indicates personal financial planning rather than a reaction to new material information.

Positives

• NA

Negatives

• Insider selling, even under a 10b5-1 plan, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence, although in this case, it is likely for personal financial planning.

Risks

• The market's perception of insider selling, even when pre-planned, could lead to minor negative sentiment towards the stock.

Future Outlook

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

Management Comments

• The Reporting Person disclaims Section 16 beneficial ownership of shares held by Hodgkins Trust and Hodgkins LLC except to the extent of his pecuniary interest therein, if any.

Industry Context

This insider transaction report is specific to an individual's stock dealings and does not provide information related to broader industry trends or competitive landscape.

Related Party Transactions

• Ed Hallen, a Director and 10% owner of Klaviyo, Inc., engaged in sales and a gift of Series A Common Stock. These transactions are considered related party dealings due to his position within the company.

Stakeholder Impact

• Shareholders may observe the insider selling, which could lead to minor shifts in sentiment, though the pre-arranged nature of the transactions under a 10b5-1 plan mitigates concerns about immediate negative implications.

Key Dates

Recommendation

The reported insider sales by Director Ed Hallen were executed under a Rule 10b5-1 trading plan, indicating pre-scheduled personal financial management rather than a reaction to new material non-public information. This type of transaction is generally considered neutral to slightly negative, but not a strong signal for a change in investment thesis based solely on this filing.

Keywords

Klaviyo, KVYO, insider trading, Form 4, stock sale, director, 10b5-1 plan, beneficial ownership, Series A Common Stock