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Klaviyo, Inc.·4

Feb 18, 4:12 PM ET

Whalen Amanda 4

Research Summary

AI-generated summary

Updated

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.