Galvin Carmel 4

What Happened
Galvin Carmel, Klaviyo's Chief People Officer, had 23,050 shares of Series A common stock withheld by the company to satisfy tax withholding obligations in connection with the vesting and settlement of RSUs. The shares were valued at $18.60 each, totaling approximately $428,730. This was an administrative tax-withholding disposition (not an open-market sale).

Key Details

• Transaction date: 2026-02-15; Form 4 filed: 2026-02-18.
• Transaction type/code: F — shares withheld to cover tax withholding on RSU vesting.
• Shares withheld/disposed: 23,050 at $18.60 per share = $428,730.
• Shares owned after transaction: 130,487 shares of Series A Common Stock beneficially owned, plus 486,323 unvested RSUs (per filing footnote).
• Footnote F1: withholding represents shares surrendered to satisfy tax obligations on RSU settlement.
• Footnote F2: shows current beneficial ownership includes both outstanding shares and unvested RSUs.
• Filing timing: reported three days after the transaction date; Form 4s are typically due within two business days, but no explicit late-filing flag is shown in the filing.

Context
This was a routine tax-withholding event tied to RSU vesting (a common administrative disposition) rather than an intentional market sale or purchase that signals a change in insider sentiment. For retail investors, purchases by insiders tend to be more informative than routine withholdings; this transaction simply reflects payroll tax requirements upon equity settlement.