Whalen Amanda 4
4 · Klaviyo, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Klaviyo (KVYO) CFO Amanda Whalen Sells Shares
What Happened
- Amanda Whalen, CFO of Klaviyo (KVYO), disposed of shares through open‑market sales and had shares withheld to cover tax obligations tied to RSU vesting. On Feb 13, 2026 she sold 9,281 shares at $19.01 ($176,432) and 4,719 shares at $18.63 ($87,915) — total proceeds $264,347. On Feb 15, 2026, 45,307 shares were surrendered/withheld to satisfy tax liabilities (reported at $18.60 per share; value $842,710). In connection with RSU settlement and corporate mechanics, she also converted Series B shares into Series A shares (14,000 on Feb 13 and 29,513 on Feb 15). Several transactions were effected under a Rule 10b5‑1 trading plan.
Key Details
- Transaction dates/prices:
- Feb 13, 2026: Open‑market sales — 9,281 @ $19.01 ($176,432) and 4,719 @ $18.63 ($87,915).
- Feb 13, 2026: Conversion of 14,000 Series B → Series A (conversion entries shown).
- Feb 15, 2026: Conversion of 29,513 Series B → Series A (related to RSU tax withholding).
- Feb 15, 2026: 45,307 shares withheld/paid for tax liability @ $18.60 ($842,710).
- Shares owned after the transactions (per filing footnotes):
- 66,394 shares of Series A Common Stock and 267,030 shares of Series B Common Stock.
- Unvested RSUs: 360,031 (2023 plan) and 34,375 (2015 plan) — contingent rights to receive shares upon vesting.
- Notable footnotes:
- Transactions were effected under a Rule 10b5‑1 plan adopted Aug 21, 2025 (F1).
- Series B shares convert 1:1 into Series A (F2); 29,513 Series B were automatically converted for tax withholding (F5). Shares were also withheld by the issuer to satisfy tax withholding on RSU settlement (F6).
- Filing timeliness: Form 4 was filed Feb 18, 2026. The Feb 13 transactions appear to have been reported one business day late (due date would typically be Feb 17); the Feb 15 transactions were reported within the expected window.
Context
- These transactions combine routine open‑market sales and tax‑related share withholding after RSU vesting, not a direct cash purchase. The withheld shares (code F) function like a cashless tax withholding and are not the same as an ordinary sale for investment reasons. The conversion (code C) reflects Series B → Series A share mechanics (1:1 conversion). Sales under a pre‑arranged 10b5‑1 plan are typically scheduled and do not necessarily signal a change in insider sentiment.
Insider Transaction Report
Form 4
Klaviyo, Inc.KVYO
Whalen Amanda
Chief Financial Officer
Transactions
- Conversion
Series A Common Stock
[F1][F2]2026-02-13+14,000→ 456,219 total - Sale
Series A Common Stock
[F1][F3]2026-02-13$19.01/sh−9,281$176,432→ 446,938 total - Sale
Series A Common Stock
[F1][F4]2026-02-13$18.63/sh−4,719$87,915→ 442,219 total - Conversion
Series A Common Stock
[F5][F2]2026-02-15+29,513→ 471,732 total - Tax Payment
Series A Common Stock
[F6][F7]2026-02-15$18.60/sh−45,307$842,710→ 426,425 total - Conversion
Series B Common Stock
[F2][F1]2026-02-13−14,000→ 330,918 total→ Series A Common Stock (14,000 underlying) - Conversion
Series B Common Stock
[F2][F5][F8]2026-02-15−29,513→ 301,405 total→ Series A Common Stock (29,513 underlying)
Footnotes (8)
- [F1]These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 21, 2025.
- [F2]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 the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), 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.
- [F3]The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.76 to $19.75 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F4]The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.52 to $18.75 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- [F5]Represents 29,513 shares of Series B Common Stock automatically converted into shares of Series A Common Stock in connection with tax withholding obligations related to the vesting and settlement of restricted stock units ("RSUs").
- [F6]Represents shares of Series A Common Stock withheld by the Issuer to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs.
- [F7]Consists of (i) 66,394 shares of Series A Common Stock and (ii) 360,031 unvested RSUs awarded under the Issuer's 2023 Stock Option and Incentive Plan, each representing the contingent right to receive one share of Series A Common Stock upon vesting and settlement.
- [F8]Consists of (i) 267,030 shares of Series B Common Stock and (ii) 34,375 unvested RSUs awarded under the Issuer's 2015 Stock Incentive Plan, each representing the contingent right to receive one share of Series B Common Stock upon vesting and settlement.
Signature
/s/ Landon Edmond, Attorney-in-Fact|2026-02-18