Director Oulman Roxanne was granted 14,822 units of Series A Common Stock and converted options into 8,169 units of Series A Common Stock, increasing direct ownership by 160% to 37,343 units (SEC Form 4)
$KVYO
Computer Software: Prepackaged Software
Technology
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/09/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series A Common Stock | 06/09/2026 | A | 14,822(1) | A | $0 | 29,174 | D | |||
| Series A Common Stock | 06/11/2026 | C | 8,169 | A | (2) | 37,343(3) | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Common Stock | (2) | 06/11/2026 | C | 8,169 | (2) | (2) | Series A Common Stock | 8,169 | $0 | 15,165 | D | ||||
| Series B Common Stock | (2) | (2) | (2) | Series A Common Stock | 46,666 | 46,666(4) | I | By Roxanne Oulman 2025 GRAT(5) | |||||||
| Explanation of Responses: |
| 1. Represents restricted stock units ("RSUs") awarded under the Issuer's 2023 Stock Option and Incentive Plan (the "Plan"), each representing the contingent right to receive one share of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), upon vesting and settlement. The RSUs vest in full upon the earlier of (i) June 9, 2027 or (ii) the date of the Issuer's next annual meeting of stockholders, in each case subject to the Reporting Person's continued service as a member of the Issuer's board of directors through such vesting date. |
| 2. Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time at the option of the holder into one share of Series A Common Stock of the Issuer, and will automatically convert into one share of Series A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. The Series B Common Stock has no expiration date. |
| 3. Consists of (i) 22,521 shares of Series A Common Stock and (ii) 14,822 unvested RSUs awarded under the Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement. |
| 4. Reflects 46,666 shares of Series B Common Stock previously transferred from the Reporting Person to Roxanne Oulman 2025 GRAT. |
| 5. Shares held by Roxanne Oulman 2025 GRAT, of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
| Remarks: |
| /s/ Landon Edmond, Attorney-in-Fact | 06/11/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||