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

Klaviyo Director and 10% owner Ed Hallen sold 117,550 shares of Series A Common Stock through a pre-arranged 10b5-1 trading plan.

Summary

• Ed Hallen, a Director and 10% Owner of Klaviyo, Inc. (KVYO), reported the sale of Series A Common Stock.
• On December 17, 2025, Hallen sold 34,878 shares of Series A Common Stock at a weighted average price of $30.35 per share. The sales occurred in multiple transactions ranging from $30.00 to $30.71 per share.
• Following this transaction, 133,624 shares remain indirectly owned by Hodgkins Trust for the benefit of the Reporting Person and family.
• On the same date, Hallen also sold 82,672 shares of Series A Common Stock at a weighted average price of $30.37 per share. These sales occurred in multiple transactions ranging from $30.00 to $30.695 per share.
• Following this transaction, 525,246 shares remain indirectly owned by Hodgkins LLC, where the Reporting Person serves as manager.
• The total number of shares sold across both transactions was 117,550.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 12, 2025.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (sale of shares) executed under a pre-arranged 10b5-1 trading plan, which is generally considered neutral in terms of company sentiment as it's often for personal financial management rather than a reflection of company performance.

Industry Context

Insider sales, particularly those executed under a Rule 10b5-1 trading plan, are a common occurrence in the public markets. These plans allow insiders to sell a predetermined number of shares at a predetermined time or price, providing a defense against insider trading allegations and facilitating personal financial planning, such as diversification or liquidity, without implying a negative outlook on the company's future performance.

Related Party Transactions

• The transactions involve Ed Hallen, a Director and 10% Owner of Klaviyo, Inc., selling shares. This is inherently a related party transaction.
• Shares are indirectly owned by Hodgkins Trust for the benefit of the Reporting Person and family.
• Shares are indirectly owned by Hodgkins LLC, of which the Reporting Person serves as manager.

Stakeholder Impact

• Shareholders: The sale of shares by a director and 10% owner, while routine under a 10b5-1 plan, slightly increases the float and could be perceived by some as a lack of confidence, though this is typically mitigated by the pre-scheduled nature of 10b5-1 plans.
• Employees, customers, suppliers, creditors: No direct impact is indicated by this filing.

Key Dates

Recommendation

The filing details a pre-scheduled insider sale under a Rule 10b5-1 plan, which is a routine event for diversification or liquidity and does not typically indicate a change in the company's fundamental outlook or warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this transaction alone does not provide new information to alter an existing investment thesis.

Keywords

Klaviyo, KVYO, SEC Form 4, Insider Trading, Stock Sale, 10b5-1 Plan, Director, 10% Owner, Equity Securities