kvyo-20260429

Klaviyo, Inc.

125 Summer Street, 6th Floor

Boston, Massachusetts 02110

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 9, 2026

Dear Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (together with any

adjournments, postponements, or continuations thereof, the “Annual Meeting”) of Klaviyo, Inc., a Delaware

corporation, to be held on Tuesday, June 9, 2026 at 11:00 a.m., Eastern Time. The Annual Meeting will be

held virtually via live webcast at www.virtualshareholdermeeting.com/KVYO2026.

The items of business are:


Proposal		Board’s Voting Recommendation

(1)	To elect three nominees for Class III directors: Jennifer Ceran, Chano Fernández, and Susan St. Ledger, each to hold office until our annual meeting of stockholders in 2029 and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal.	“FOR” for each director nominee See page 9

(2)	To approve, on a non-binding advisory basis, the compensation of our named executive officers.	“FOR” See page 22

(3)	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	“FOR” See page 53

The foregoing items of business are more fully described in the proxy statement for the Annual Meeting (the

“Proxy Statement”) accompanying this Notice of Internet Availability of Proxy Materials (the “Notice”). We

also will transact any other business that may properly come before the Annual Meeting. At this time we are

not aware of any such additional matters.

On or about April 29, 2026, we expect to mail the Notice to our stockholders containing instructions on how

to access the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31,

2025 (“2025 Annual Report”). The Notice provides instructions on how to vote online or by telephone and

how to receive a paper copy of the proxy materials by mail. The Proxy Statement and our 2025 Annual

Report can be accessed directly at www.proxyvote.com using the control number located on your Notice, on

your proxy card, or in the instructions that accompanied the proxy materials.

Only stockholders of record of shares of our Series A common stock or Series B common stock as of the

close of business on April 15, 2026 are entitled to notice of, and to vote at, the Annual Meeting.

Klaviyo, Inc.

125 Summer Street, 6th Floor

Boston, Massachusetts 02110

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 11:00 a.m., Eastern Time, on Tuesday, June 9, 2026

Our Board is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (together with any

adjournments, postponements, or continuations thereof, the “Annual Meeting”) of Klaviyo, Inc., a Delaware

corporation, for the purposes set forth in this proxy statement for the Annual Meeting (this “Proxy

Statement”). The Annual Meeting will be held virtually via live webcast on the internet on June 9, 2026 at

11:00 a.m., Eastern Time. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing

instructions on how to access this Proxy Statement and our Annual Report on Form 10-K for the fiscal year

ended December 31, 2025 (the “2025 Annual Report”) is expected to be mailed on or about April 29, 2026 to

all stockholders entitled to vote at the Annual Meeting. If you held shares of our Series A common stock or

Series B common stock at the close of business on April 15, 2026 (the “Record Date”), you are invited to

virtually attend the Annual Meeting at www.virtualshareholdermeeting.com/KVYO2026 and vote on the

proposals described in this Proxy Statement.

In this Proxy Statement, “Klaviyo,” “the Company,” “we,” “us,” and “our” refer to Klaviyo, Inc., and “Board”

refers to the board of directors of Klaviyo. The 2025 Annual Report accompanies this Proxy Statement. You

also may obtain a paper copy of the 2025 Annual Report without charge by following the instructions in the

Notice.

The “Questions and Answers About the Annual Meeting” section is provided for your convenience and

summarizes information contained elsewhere in this Proxy Statement. You should read this entire Proxy

Statement carefully.

Information contained on, or that can be accessed through, our website is not intended to be incorporated

by reference into this Proxy Statement and references to our website address in this Proxy Statement are

inactive textual references only.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Director Independence

Our Board has affirmatively determined that, except for Andrew Bialecki, Ed Hallen, and Chano Fernández,

each of our directors is “independent” as that term is defined under the applicable rules and regulations of

the U.S. Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock

Exchange (the “NYSE”). In making these determinations, our Board considered each director’s current and

prior relationships with our Company, their beneficial ownership of our capital stock, the transactions

described under “Certain Relationships and Related Person Transactions,” and all other facts and

circumstances our Board deemed relevant in determining their independence.

Members of the audit committee of our Board (our “Audit Committee”) must also satisfy the additional

independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and the listing standards of the NYSE. Members of the compensation committee of our

Board (our “Compensation Committee”) must also satisfy the additional independence criteria set forth in

Rule 10C-1 under the Exchange Act and the listing standards of the NYSE.

Board Leadership Structure

The nominating and corporate governance committee of our Board (our “Nominating and Corporate

Governance Committee”) periodically considers the leadership structure of our Board and makes

recommendations to our Board as it deems appropriate. Our Corporate Governance Guidelines also provide

that, when the positions of chairperson and chief executive officer are held by the same person, our Board

will fill the position of “lead independent director.”

Currently, our Board believes that it is in the best interests of our Company and our stockholders for Andrew

Bialecki, our Co-Founder and Co-CEO, to serve as both our Co-CEO and Chairperson. As a Co-Founder

who has led the Company since its inception in 2012, Mr. Bialecki possesses deep institutional knowledge,

product expertise, and strategic vision that uniquely position him to lead our Board and ensure alignment

between management’s execution and the Board’s strategic oversight. The recent appointment of Chano

Fernández as Co-CEO further strengthens this structure by allowing Mr. Bialecki to focus on long-term

strategic and product vision and Board leadership, while Mr. Fernández focuses on go-to-market execution

and enterprise growth, with shared responsibility for overall operational execution.

Our Board has appointed Tony Weisman as our lead independent director to enhance the effectiveness of

our Board’s independent oversight and to provide independent leadership. Mr. Weisman’s responsibilities as

lead independent director include: (i) calling and presiding over executive sessions of the independent

directors; (ii) working with the Chairperson of the Board to establish meeting agendas; (iii) reviewing and

recommending committee memberships for the Board; (iv) leading discussions on the performance of the

Co-CEOs; and (v) in coordination with our Nominating and Corporate Governance Committee, overseeing

succession planning for the Co-CEOs.

Our Board believes that its independence and oversight of management is maintained effectively through

this leadership structure, the composition of our Board, and sound corporate governance policies and

practices.

Role of the Board of Directors in Risk Oversight

Our Board has ultimate responsibility for overseeing our risk management processes, while management is

responsible for the day-to-day identification, assessment, and mitigation of enterprise risks. Our Board

oversees risk both directly and through its committees, which regularly report to our Board on matters within

their respective areas of responsibility.

Our Audit Committee oversees risks related to financial reporting, internal controls, regulatory compliance,

and information security, including cybersecurity and data privacy, and reviews our enterprise risk

management processes, including emerging risks related to evolving technologies, such as artificial

intelligence. Our Compensation Committee oversees risks related to our compensation programs and

human capital management strategies, including talent development and retention. Our Nominating and

Corporate Governance Committee oversees risks related to corporate governance, board composition, and

sustainability matters.

Information Regarding Committees of the Board of Directors

Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and

Corporate Governance Committee, and may establish other committees from time to time. Our Board has

determined that all members of each of its three standing committees are independent under applicable

NYSE listing standards and applicable SEC rules. The composition and responsibilities of each of the

standing committees of our Board is described below. Members will serve on these committees until their

resignation or until as otherwise determined by our Board.

Audit Committee

The principal duties and responsibilities of our Audit Committee include,

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among other things:

•appointing and compensating the independent registered public

accounting firm and overseeing its independence and performance;

•reviewing the scope and results of the audit and, with management and

the independent registered public accounting firm, our financial

statements, interim and year-end results of operations, and critical

accounting policies and practices;

•reviewing our quarterly earnings press releases and financial information

and earnings guidance provided to investors and analysts;

•overseeing the adequacy of our internal controls and the performance of

our internal audit function;

•overseeing our risk assessment and risk management processes, including risks related to the

protection of our information technology systems and matters related to cybersecurity and data

privacy;

•establishing procedures for employees to submit concerns anonymously regarding questionable

accounting or auditing matters;

•reviewing related-party transactions; and

•approving or, as required, pre-approving, all audit and all permissible non-audit services to be

performed by the independent registered public accounting firm.

Each member of our Audit Committee meets the financial literacy requirements of the NYSE listing

standards. In addition, our Board has determined that Jennifer Ceran is an “audit committee financial expert”

within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the

“Securities Act”).

Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the

listing standards of the NYSE. A copy of the charter of our Audit Committee is available on our website at

investors.klaviyo.com.

Compensation Committee

The purpose of our Compensation Committee is to discharge the

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responsibilities of our Board relating to the compensation of our executive

officers and non-employee directors.

The principal duties and responsibilities of our Compensation Committee

include, among other things:

•reviewing and approving, or recommending to our Board for approval,

the compensation of our executive officers, including base salary, annual

incentive compensation, long-term equity awards, and the terms of any

employment, severance, or change in control arrangements;

•reviewing and recommending to our Board the compensation of our

non-employee directors;

•administering our incentive compensation and equity-based plans and

reviewing and recommending to our Board any material changes to such

plans; and

•retaining and overseeing compensation consultants and other advisers.

Our Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC

and the listing standards of the NYSE. A copy of the charter of our Compensation Committee is available on

our website at investors.klaviyo.com.

Processes and Procedures for Compensation Decisions

Our Compensation Committee is responsible for developing and implementing compensation policies and

plans that ensure the attraction and retention of key management personnel, the motivation of

management to achieve our corporate goals and strategies, and the alignment of the interests of

management with the long-term interests of our stockholders. In performing its duties, our Compensation

Committee considers input from management, including recommendations from our Co-CEOs with

respect to the compensation of our executive officers other than themselves.

Under its charter, our Compensation Committee has the right to retain or obtain the advice of compensation

consultants, independent legal counsel, and other advisers. During the fiscal year ended December 31, 2025,

our Compensation Committee retained Compensia, Inc. (“Compensia”), an independent compensation

consulting firm with expertise in technology companies, to provide market data, analysis and advice

regarding executive and director compensation. Compensia assisted our Compensation Committee in,

among other things, developing a group of peer companies to help us determine the appropriate level of

overall compensation for our executive officers and non-employee directors to evaluate the

competitiveness and structure of our compensation programs.

Compensia was directly engaged by our Compensation Committee, maintains policies designed to prevent

conflicts of interest, and does not provide any non-compensation related services to the Company.

Compensation Committee Interlocks and Insider Participation

Chano Fernández served on our Compensation Committee until August 29, 2025, when he resigned in

connection with his appointment as our Interim Executive Officer effective September 1, 2025.

None of the other individuals who served on our Compensation Committee during the fiscal year ended

December 31, 2025, namely Michael Medici, Susan St. Ledger, Tony Weisman, and Ping Li, is, or has been, an

officer or employee of our Company. None of our executive officers currently serves, or has served during

the past year, as a member of the board of directors or compensation committee of any entity that has one

or more executive officers serving on our Board or Compensation Committee.

Nominating and Corporate Governance Committee

The principal duties and responsibilities of our Nominating and Corporate

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Governance Committee include, among other things:

•identifying, evaluating and recommending to our Board for approval

nominees for election to our Board and its committees;

•evaluating the performance of our Board, its committees, and

management;

•reviewing developments in corporate governance practices and

evaluating the adequacy of our corporate governance practices; and

•developing and recommending to our Board regarding corporate

governance guidelines and matters.

Our Nominating and Corporate Governance Committee operates under a

written charter that satisfies the applicable listing standards of the NYSE. A

copy of the charter of our Nominating and Corporate Governance

Committee is available on our website at investors.klaviyo.com.

Identifying and Evaluating Director Nominees

Our Board is responsible for nominating directors for election by our stockholders at each annual meeting of

stockholders. Our Board is also responsible for filling vacancies on our Board that may occur between annual

meetings. Our Nominating and Corporate Governance Committee is responsible for identifying, evaluating

and recommending candidates for nomination to our Board in accordance with the committee’s charter, our

policies, our amended and restated certificate of incorporation, our amended and restated bylaws (our

“Bylaws”), our Corporate Governance Guidelines, and the requirements of applicable law.

Our Nominating and Corporate Governance Committee may consider candidates recommended by

directors, officers, employees, stockholders, or third parties, and may engage search firms or other advisers

to assist in identifying and evaluating candidates. In evaluating candidates, our Board and Nominating and

Corporate Governance Committee consider a range of factors, including, among other things, the current

size, composition, and needs of our Board and its committees, Klaviyo’s current operating requirements, the

candidates’ character, integrity, judgment, independence, skills, education, areas of expertise, business

acumen, corporate experience, length of service, understanding of our business and industry,

understanding of fiduciary responsibilities, potential conflicts of interest, and other commitments.

Our Board and Nominating and Corporate Governance Committee do not assign any particular weighting or

priority to any of the factors. In the case of incumbent directors whose terms of office are set to expire, our

Board considers such directors’ overall service to our Company during their term, including the number of

meetings attended, level of participation, quality of performance, and any other relationships and

transactions that might impair such directors’ independence.

Our Board believes that diverse perspectives and backgrounds in its membership are important to serving

the long-term interests of our stockholders. To that end, in identifying potential independent director

candidates, our Nominating and Corporate Governance Committee will include candidates with diverse

perspectives and backgrounds as it deems appropriate given the current needs of our Board and our

Company.

Stockholder Recommendations for Nominations to the Board of Directors

Stockholders may recommend director candidates for consideration by our Nominating and Corporate

Governance Committee by submitting the proper information, including the candidate’s name, business

and residence addresses, biographical data, and number of Klaviyo shares held. Stockholders that wish to

recommend a candidate for election to our Board may send a letter directed to our Secretary at Klaviyo, Inc.,

125 Summer Street, 6th Floor, Boston, Massachusetts 02110, Attention: Secretary. Additional information

regarding the process and required information to properly and timely submit stockholder nominations for

election to our Board is set forth in our Bylaws and Corporate Governance Guidelines.

Communications with the Board of Directors

Stockholders and other interested parties may communicate with our Board, as a whole, or with individual

directors by mail addressed to the intended recipient in care of our Company’s Secretary at our

headquarters address at 125 Summer Street, 6th Floor, Boston, Massachusetts 02110, Attention: Secretary,

or by email to [email protected].

We will forward any such communication to our Board or the appropriate director or directors, as applicable.

Our Chief Legal Officer reviews these communications and reserves the right not to forward

communications if they are deemed inappropriate, consist of individual grievances or other interests that are

personal to the submitting party and could not reasonably be construed to be of concern to our stockholders

or other constituencies, or are deemed to be solicitations, advertisements, surveys, “junk” mail, or mass

mailings.

Corporate Governance Guidelines and Code of Conduct

Our Board has adopted corporate governance guidelines that address, among other things, the

qualifications and responsibilities of our directors and director candidates and our corporate governance

policies and standards. In addition, our Board has adopted a code of conduct that applies to all of our

employees, directors, and officers, including our principal executive officer, principal financial officer, and

principal accounting officer or controller, or persons performing similar functions.

The full text of our Corporate Governance Guidelines and Code of Conduct is available on our website at

investors.klaviyo.com/governance/governance-documents/ under “Corporate Governance Guidelines”

and “Code of Conduct,” respectively, and may also be obtained without charge by contacting our Secretary

at Klaviyo, Inc., 125 Summer Street, 6th Floor, Boston, Massachusetts 02110, Attention: Secretary. Any

substantive amendments to or waivers of the Code of Conduct relating to our executive officers or directors

will be disclosed promptly on our website, as required under applicable NYSE and SEC rules.

During the fiscal year ended December 31, 2025, we did not grant any waivers from any provision of our

Code of Conduct to our executive officers or directors.

Insider Trading Policies and Procedures

Our Board has adopted an insider trading policy governing the purchase, sale and other dispositions of our

securities by our directors, officers, employees, and their affiliated persons that is reasonably designed to

promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards

applicable to us.

Our insider trading policy prohibits, among other things, short sales, hedging or derivative transactions,

transactions involving margin accounts, pledging our securities as collateral, and tipping (i.e., disclosing

material nonpublic information about the Company to others who may trade on the basis of that

information). In addition, with regard to the Company’s trading in its own securities, it is the Company’s

policy to comply with applicable insider trading laws, rules and regulations, and any exchange listing

standards when engaging in transactions in Company securities.

Our Board has also adopted a policy governing the use of Rule 10b5-1 trading plans by our directors,

executive officers, and others. These plans are intended to comply with Rule 10b5-1 under the Exchange

Act, which provides an affirmative defense to insider trading liability. Our policy provides that all Rule 10b5-1

plans must comply with applicable SEC rules, including the Rule 10b5-1 safe harbor, and our insider trading

policy and may only be entered into when the individual is not in possession of material nonpublic

information.

Our insider trading policy and related Rule 10b5-1 trading plan policy is filed as Exhibit 19.1 to the 2025

Annual Report.

PROPOSAL ONE

ELECTION OF DIRECTORS

Number of Directors; Board Structure

Our Board consists of nine directors. Our Board is divided into three classes with staggered three-year

terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other

classes continuing for the remainder of their respective three-year terms.

Our directors are divided into the three classes as follows:

•the Class I directors are Andrew Bialecki, Ping Li, and Tony Weisman, whose terms will expire at the

2027 annual meeting of stockholders;

•the Class II directors are Ed Hallen, Michael Medici, and Roxanne Oulman, whose terms will expire at

the 2028 annual meeting of stockholders; and

•the Class III directors are Jennifer Ceran, Chano Fernández, and Susan St. Ledger, whose terms will

expire at the Annual Meeting.

Each director’s term will continue until the election and qualification of their successor, or their earlier death,

resignation, or removal.

Nominees

At the recommendation of our Nominating and Corporate Governance Committee, our Board has

nominated Jennifer Ceran, Chano Fernández, and Susan St. Ledger for re-election as Class III directors at

the Annual Meeting. If re-elected, each of Ms. Ceran, Mr. Fernández, and Ms. St. Ledger will serve as a Class

III director until the 2029 annual meeting of stockholders and until their successor is elected and qualified, or

until their earlier death, resignation, or removal. Each nominee is a current Class III director. For information

concerning the nominees, see the section titled “Information Regarding Director Nominees and Current

Directors.”

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote

all proxies received “FOR” the election of each nominee named above. If any nominee is unable or unwilling

to serve as a director at the time of the Annual Meeting, the persons named as proxies may vote for a

substitute nominee proposed by our Board. Alternatively, the proxies may vote only for the remaining

nominees, leaving a vacancy on our Board. Our Board may fill a vacancy at a later date or reduce the size of

our Board. Our management has no reason to believe that any of the nominees will be unwilling or unable to

serve if re-elected as a director.

Vote Required

Directors are elected by a plurality of the votes properly cast at the Annual Meeting. Accordingly, the three

nominees receiving the highest number of “FOR” votes will be elected. Any shares voting “WITHHOLD” will

have no effect on the outcome of the election of the nominees. Broker non-votes are not considered votes

properly cast for the foregoing purpose and will have no effect on the election of the nominees.

OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF JENNIFER CERAN, CHANO

FERNÁNDEZ, AND SUSAN ST. LEDGER AS A CLASS III DIRECTOR.

Nominees for Election at the Annual Meeting

Jennifer Ceran

Former Chief Financial Officer, Smartsheet, Inc.

Age: 62

Director Since: 2021

Committees: Audit Committee, Chair; Nominating and Corporate

Governance Committee, Member

Experience:

Ms. Ceran served as Interim Chief Financial Officer of Klaviyo from November 2021 to May 2022. Ms. Ceran

also previously served as Chief Financial Officer of Smartsheet Inc. (“Smartsheet”), a productivity and

project management software development company, from September 2016 to January 2021. Prior to

joining Smartsheet, Ms. Ceran served as Chief Financial Officer at Quotient Technology, Inc., a marketing

platform company, from September 2015 to September 2016, and as Vice President of Finance at Box, Inc., a

cloud content management platform, from October 2012 to September 2015. From April 2003 to August

2012, Ms. Ceran served in various leadership capacities at eBay Inc., a global commerce and consumer

payment platform, including as Vice President of Finance. Ms. Ceran currently serves as a director at

Riskified Ltd. (NYSE: RSKD), NerdWallet, Inc. (NASDAQ: NRDS), and various private companies, and is a

former director at Plum Acquisition Corp I (NASDAQ: PLMIU). Ms. Ceran holds a B.A. in Communications

and French from Vanderbilt University and an M.B.A. in Finance and Accounting from the University of

Chicago’s Booth School of Business.

Qualifications:

We believe that Ms. Ceran is qualified to serve as a member of our Board because of her extensive financial

and business expertise, including her experience as a chief financial officer at technology companies, as well

as her service as a director of publicly traded companies.

Other Current Public Company Boards: Riskified Ltd. (NYSE: RSKD), NerdWallet, Inc. (NASDAQ: NRDS)

Chano Fernández

Co-Chief Executive Officer, Klaviyo, Inc.

Age: 56

Director Since: 2023

Committees: None

Experience:

Mr. Fernández has served as Klaviyo’s Co-Chief Executive Officer since January 2026 and as a member of

Klaviyo’s board of directors since July 2023. He previously served as Klaviyo’s Interim Executive Officer from

September 2025 to December 2025, and prior to that served as Co-Chief Executive Officer for Eightfold.ai,

a Talent Intelligence management AI platform, from January 2024 to August 2025. Prior to that, he served as

Co-Chief Executive Officer of Workday, Inc. (NASDAQ: WDAY) (“Workday”) from August 2020 to

December 2022 and as a member of its board of directors from April 2021 to December 2022. Mr. Fernández

also served as Workday’s Co-President from February 2018 to August 2020, Executive Vice President,

Global Field Operations from February 2017 to February 2018, and President, EMEA and APJ from January

2014 to February 2017. Prior to joining Workday, Mr. Fernández served as Senior Vice President and Head of

Innovation Sales at SAP EMEA, an enterprise application software company, from January 2007 to

December 2013. He also previously served as Vice President of EMEA Sales at Infor, Inc., a founding partner

and General Manager at Blue C, and a senior consultant for McKinsey & Company. Mr. Fernández holds a

B.S. in Physics from the University of Salamanca and an M.B.A. from the Instituto de Empresa, both in Spain.

Qualifications:

We believe that Mr. Fernández is qualified to serve as a member of our Board because of his extensive

management and leadership experience, including his service as our Co-Chief Executive Officer, as well as

his prior experience as a Co-Chief Executive Officer and director of a publicly traded company.

Other Current Public Company Boards: None

Susan St. Ledger

Former President, Worldwide Field Operations, HashiCorp, Inc.

Age: 61

Director Since: 2023

Committees: Compensation Committee, Member

Experience:

Ms. St. Ledger served as President, Worldwide Field Operations at HashiCorp, Inc. (NASDAQ: HCP)

(“HashiCorp”), a cloud infrastructure automation company, from July 2023 to March 2025, when HashiCorp

was acquired by International Business Machines Corporation (NYSE: IBM). She also served as a director at

HashiCorp from November 2019 to March 2025. From February 2021 to January 2023, Ms. St. Ledger served

as President, Worldwide Field Operations at Okta, Inc. (NASDAQ: OKTA), an access management company.

Ms. St. Ledger previously served as President, Worldwide Field Operations at Splunk Inc. (NASDAQ: SPLK)

(“Splunk”), a data analytics company, from October 2017 to January 2021 and was Senior Vice President and

Chief Revenue Officer at Splunk from May 2016 to October 2017. From August 2012 to March 2016, Ms. St.

Ledger served as Chief Revenue Officer, Marketing Cloud at Salesforce.com, Inc. (NYSE: CRM)

(“Salesforce”), a provider of enterprise cloud computing software. Ms. St. Ledger served as President of

Buddy Media, Inc., a social media marketing platform, from March 2012 to August 2012 until its acquisition by

Salesforce. Previously, Ms. St. Ledger served in various senior sales management roles at Salesforce and Sun

Microsystems, Inc., a provider of network computing infrastructure solutions. Ms. St. Ledger holds a B.S. in

Computer Science from the University of Scranton.

Qualifications:

We believe that Ms. St. Ledger is qualified to serve as a member of our Board because of her extensive

management and leadership experience, including her experience leading global field operations and go-

to-market organizations at enterprise software companies, as well as her prior experience as a director of a

publicly traded company.

Other Current Public Company Boards: None

Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2027

Andrew Bialecki

Co-Founder, Chairperson & Co-Chief Executive Officer, Klaviyo, Inc.

Age: 40

Director Since: 2012

Committees: None

Experience:

Mr. Bialecki is a Co-Founder of Klaviyo and has served as a member of our board of directors since

September 2012 and as our Co-Chief Executive Officer since January 2026. Prior to that, Mr. Bialecki served

as our Chief Executive Officer from September 2012 to December 2025. Prior to founding Klaviyo, Mr.

Bialecki served as Chief Technology Officer of RockTech, a sales and marketing software company, from

April 2011 to June 2012, Senior Engineer at Performable, a marketing software company, from July 2010 to

March 2011, and Lead Engineer at Applied Predictive Technologies, a business analytics software company,

from September 2007 to June 2010. Mr. Bialecki holds a B.A. in Physics, Astronomy and Astrophysics from

Harvard University.

Qualifications:

We believe that, as a Co-Founder and our largest stockholder, Mr. Bialecki is qualified to serve as a member

of our Board because of his knowledge of our Company and our business, his experience building and

leading our Company, and his perspective on corporate matters as our Co-Chief Executive Officer.

Other Current Public Company Boards: None

Ping Li

Partner, Accel

Age: 53

Director Since: 2020

Committees: Nominating and Corporate Governance Committee, Member;

Compensation Committee, Member

Experience:

Mr. Li is a partner at Accel, a venture capital firm, where he has worked since 2004. Mr. Li served as a director

of Tenable Holdings, Inc. (NASDAQ: TENB) from October 2012 to May 2021. Mr. Li also serves or has served

as a director of several private companies. Mr. Li received an A.B. in Economics from Harvard University and

an M.B.A. from Stanford University.

Qualifications:

We believe that Mr. Li is qualified to serve as a member of our Board because of his extensive experience

investing in and advising technology companies, as well as his experience serving as a director of publicly

traded companies.

Other Current Public Company Boards: None

Directors Continuing in Office Until the Annual Meeting of Stockholders to Be Held in 2028

Ed Hallen

Co-Founder & Chief Strategy Officer, Klaviyo

Age: 44

Director Since: 2012

Committees: None

Experience:

Mr. Hallen is a Co-Founder and has served as Chief Strategy Officer of Klaviyo since November 2024. Prior

to that, Mr. Hallen held various roles within the Company from September 2012 to July 2016, before

returning to the Company in July 2021 as our Chief Product Officer. Mr. Hallen is also the co-founder of

Team Engine, a text-first human resources and operations platform, which he founded in January 2018 and

served as Chief Executive Officer until April 2021. Prior to founding Klaviyo, Mr. Hallen served as Principal at

Applied Predictive Technologies, a business analytics software company, from August 2004 to April 2010.

Mr. Hallen holds a B.S. in Systems Engineering from the University of Virginia and an M.B.A. from the

Massachusetts Institute of Technology’s Sloan School of Management.

Qualifications:

We believe that, as a Co-Founder and one of our largest stockholders, Mr. Hallen is qualified to serve as a

member of our Board because of his deep knowledge of our Company and our business, his experience

building our Company and serving in leadership roles, and his perspective on corporate strategy as our Chief

Strategy Officer.

Other Current Public Company Boards: None

Michael Medici

Managing Director, Summit Partners L.P.

Age: 47

Director Since: 2019

Committees: Compensation Committee, Chair

Experience:

Mr. Medici is a Managing Director of Summit Partners, L.P., a private equity firm, where he has been

employed since 2005. Mr. Medici previously served as a director at Markforged Holding Corporation

(“Markforged”), an additive manufacturing company, from July 2021 to April 2025, when Markforged was

acquired by Nano Dimension Ltd., and also served as a director at MarkForged, Inc., prior to it becoming a

public company, from March 2019 to July 2021. Mr. Medici also serves or has served as a director of several

private companies. Mr. Medici holds a B.S. in Finance and International Business from Georgetown

University.

Qualifications:

We believe that Mr. Medici is qualified to serve as a member of our Board because of his extensive

experience investing in and advising technology companies, as well as his experience serving as a director of

publicly traded companies.

Other Current Public Company Boards: None

Roxanne Oulman

Former Executive Vice President & Chief Financial Officer, Medallia, Inc.

Age: 54

Director Since: 2023

Committees: Audit Committee, Member

Experience:

Ms. Oulman served as Executive Vice President and Chief Financial Officer of Medallia, Inc. (“Medallia”) from

November 2018 to June 2022. Medallia, a cloud-based customer experience management software

company, was acquired by Thoma Bravo in October 2021. From November 2016 to September 2018, Ms.

Oulman served as Executive Vice President and Chief Financial Officer of CallidusCloud, an enterprise

software and SaaS company acquired by SAP SE in April 2018. Ms. Oulman also held various leadership

positions at CallidusCloud from May 2013 to November 2016. From June 2011 to October 2012, Ms. Oulman

served as Interim Chief Financial Officer at Thoratec Corporation, a biomedical device company, and from

2004 to 2011, she held several other financial leadership positions at Thoratec Corporation. Ms. Oulman has

served as a CFO Operating Partner at Lightspeed Venture Partners, a venture capital firm, since April 2025.

Ms. Oulman currently serves as a director at Western Digital Corporation (NASDAQ: WDC) and various

private companies, and formerly served as a director at CalAmp Corp. (NASDAQ: CAMP), a data intelligence

and cloud services software company, from August 2018 to July 2024. Ms. Oulman holds a B.S. in Accounting

from Minnesota State University, Mankato and an M.B.A. from the University of the Pacific’s Eberhardt

School of Business.

Qualifications:

We believe that Ms. Oulman is qualified to serve as a member of our Board because of her extensive financial

and business expertise, including her experience as a chief financial officer at technology companies, as well

as her service as a director of publicly traded companies.

Other Current Public Company Boards: Western Digital Corporation (NASDAQ: WDC)

DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

Our non-employee director compensation policy is designed to attract and retain highly qualified non-

employee directors and align their interests with those of our stockholders. Our Board, in consultation with

our Compensation Committee and its independent compensation consultant, reviews the policy annually to

ensure our compensation levels remain competitive with our peer companies and appropriately aligned with

stockholder interests. Based on this review, our Board approved adjustments to the non-employee director

compensation program in November 2025.

Under our non-employee director compensation policy, each non-employee director is entitled to receive

cash retainers for service on our Board and its committees, as set forth below:


	Prior to November 3, 2025	Effective November 3, 2025
	Annual Retainer ($)	Annual Retainer ($)
Board of Directors:
Member	33,000	37,000
Additional retainer for lead independent director	19,000	21,000
Audit Committee:
Member (other than chair)	10,000	11,000
Chair	20,000	22,000
Compensation Committee:
Member (other than chair)	7,500	8,500
Chair	15,000	17,000
Nominating and Corporate Governance Committee:
Member (other than chair)	4,250	5,000
Chair	8,500	10,000

All cash retainers are paid quarterly in arrears and prorated for partial years of service.

To align the interests of our non-employee directors with long-term stockholder value, upon initial election

to our Board, each non-employee director is granted a restricted stock unit (“RSU”) award with a fair market

value of $400,000 (the “Initial Grant”). The Initial Grant vests in equal installments on the first, second, and

third anniversaries of the grant date, subject to continued service as a director through the applicable

vesting date.

In addition, on the date of each annual meeting of stockholders, each non-employee director who continues

in service is granted an annual RSU award with a fair market value of $200,000 (the “Annual Grant”). The

Annual Grant vests in full upon the earlier of (i) the first anniversary of the grant date and (ii) the date of our

next annual meeting of stockholders, subject to continued service through the applicable vesting date.

These awards are subject to full accelerated vesting upon a change in control. In November 2025, our Board

approved an increase in the Annual Grant to a fair market value of $225,000.

Any director who is also an employee of our Company does not receive additional compensation for their

service as a director beyond the compensation they receive for serving as our employee.

We will reimburse all reasonable out-of-pocket expenses incurred by our non-employee directors in

attending meetings of our Board and its committees.

To protect the Company and its stockholders against excessive compensation, our non-employee director

compensation policy establishes maximum limits on the aggregate amount of compensation, including both

cash and equity compensation, that may be paid to any non-employee director for service as a director in

any calendar year. Such compensation may not exceed $1,000,000 in the calendar year in which the non-

employee director is initially elected or appointed to our Board and $750,000 in any other calendar year.

Director Compensation Table

The following table sets forth information regarding compensation awarded to, earned by, or paid to each

person who served as a non-employee director during the fiscal year ended December 31, 2025. Other than

as set forth in the table and described below, we did not pay any cash compensation, grant any equity or

non-equity awards, or pay any other compensation to our non-employee directors in 2025 for their service

as directors.

During the fiscal year ended December 31, 2025, Andrew Bialecki, our Co-Chief Executive Officer, and Ed

Hallen, our Chief Strategy Officer, each served as a member of our Board and as an employee. Neither Mr.

Bialecki nor Mr. Hallen received any additional compensation for their service as directors and, accordingly,

are not included in the table below. The total compensation earned by or paid to Mr. Bialecki is presented in

the “Summary Compensation Table” in the section titled “Executive Compensation.”

Chano Fernández served as a non-employee director until August 29, 2025, when he was appointed to serve

as our Interim Executive Officer effective September 1, 2025, and received non-employee director

compensation through that date, which is reflected in the table below. He did not receive any additional

compensation for his service as a director thereafter.


Name	Fee Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	All Other Compensation ($)	Total ($)
Jennifer Ceran	58,332	198,055		256,387
Chano Fernández	31,826	198,055	3,539,691(3)	3,769,572
Ping Li(4)	—	—		—
Michael Medici(4)	—	—		—
Roxanne Oulman	43,802	198,055		241,857
Susan St. Ledger	41,302	198,055		239,357
Tony Weisman(4)	76,221	198,055		274,276

_______________

(1)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to our non-employee directors

during the fiscal year ended December 31, 2025, calculated in accordance with the Financial Accounting Standards Board

(“FASB”), Accounting Standards Codification (“ASC”) Topic 718. The assumptions used in calculating these amounts are set forth

in note 2 to our audited consolidated financial statements included in the 2025 Annual Report. The amounts reported do not

reflect the actual economic value that may be realized by the directors.

(2)The following table presents the aggregate number of unvested stock awards held by our non-employee directors as of December

31, 2025.


		Number of Unvested Stock Awards Held as of December 31, 2025
Jennifer Ceran		5,820
Chano Fernández		29,154
Ping Li		—
Michael Medici		—
Roxanne Oulman		29,154
Susan St. Ledger		29,154
Tony Weisman		5,820

PROPOSAL TWO

NON-BINDING ADVISORY VOTE

ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are providing our stockholders with the opportunity to vote to approve, on a non-binding advisory basis,

the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with

SEC rules. This proposal, commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street

Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act.

This say-on-pay vote gives our stockholders the opportunity to express their views on our named executive

officers’ compensation as a whole. It is not intended to address any specific element of compensation, but

rather the overall compensation of our named executive officers and the related compensation philosophy,

policies, and practices described in this Proxy Statement.

The compensation of our named executive officers is described in the section titled “Executive

Compensation—Compensation Discussion and Analysis,” the compensation tables, and the related

narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, we believe that our

compensation program is aligned with our stockholders’ interests, consistent with current market practices,

and supports our long-term strategy.

Accordingly, we are asking our stockholders to indicate their support for the compensation of our named

executive officers as described in this Proxy Statement by casting a non-binding advisory vote “FOR” the

following resolution:

“RESOLVED, that the compensation paid to the named executive officers of Klaviyo, Inc., as

disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and

Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”

Because this is an advisory vote, the result of this vote is not binding on us, our Board, or our Compensation

Committee. As such, the results of this vote will not be construed to create or imply any change to the

fiduciary duties of our Board. Nevertheless, the views expressed by our stockholders are important to our

Board and management, and our Board and Compensation Committee intend to consider the results of this

vote in making future determinations regarding compensation arrangements for our named executive

officers.

Consistent with an annual frequency, the next advisory vote on the compensation of our named executive

officers is expected to occur at our 2027 annual meeting of stockholders.

Vote Required

The affirmative “FOR” vote of a majority of the votes properly cast at the Annual Meeting is required to

approve, on a non-binding advisory basis, the compensation of our named executive officers. Abstentions

and broker non-votes will have no effect on the outcome of this proposal.

OUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

EXECUTIVE OFFICERS

The following table sets forth, for our executive officers, their ages and positions held with us as of April 15,

2026:


Name	Age	Position
Andrew Bialecki	40	Co-Chief Executive Officer, Co-Founder, and Chairperson
Chano Fernández	56	Co-Chief Executive Officer
Amanda Whalen	51	Chief Financial Officer
Carmel Galvin	57	Chief People Officer
Landon Edmond	55	Chief Legal Officer and General Counsel

Steve Rowland, who served as our President during fiscal year 2025, is not included in the table above

because he ceased serving as our President effective December 31, 2025. In July 2025, Mr. Rowland

informed the Company of his intention to retire, and he remained in a transitional role through December 31,

2025. Following his separation from employment, Mr. Rowland provided consulting services to the Company

through March 31, 2026.

Biographical information for Andrew Bialecki and Chano Fernández is included above with the director

biographies in the section titled “Information Regarding Director Nominees and Current Directors.”

Amanda Whalen has served as our Chief Financial Officer since May 2022. From July 2017 to March 2022,

Ms. Whalen held various senior leadership roles at Walmart Inc. (NASDAQ: WMT), a global omnichannel

retailer, including most recently as Executive Vice President and Chief Financial Officer of Walmart

International. From 2008 to 2017, Ms. Whalen served as a finance and strategy executive in various

industries, and from 1997 to 2008 she was with Bain & Company, a global management consulting firm. Ms.

Whalen currently serves as a director at Taylor Morrison Home Corporation (NYSE: TMHC). Ms. Whalen

holds a B.A. in Comparative Literature from Princeton University and an M.B.A. from the Massachusetts

Institute of Technology’s Sloan School of Management.

Carmel Galvin has served as our Chief People Officer since April 2024. Prior to joining Klaviyo, Ms. Galvin

served as Chief People Officer of Stripe, Inc., a financial services and technology company, from January

2021 to January 2024. Ms. Galvin also served as Chief Human Resources Officer and Senior Vice President,

People and Places at Autodesk, Inc. (NASDAQ: ADSK), a multinational software company, from March 2018

to January 2021, and as Chief Human Resources Officer and Senior Vice President at Glassdoor, Inc., a job

listing platform, from April 2016 to February 2018. She previously held various executive leadership roles at

other technology companies, including Advent Software, Inc., Deloitte New-venture Accelerator, Front

Arch, Inc., Moody’s Analytics and Barra, Inc. Ms. Galvin currently serves as a director at OPENLANE, Inc.

(NYSE: OPLN), a technology company that provides digital marketplaces for used vehicles. Ms. Galvin holds

a B.A. from Trinity College Dublin and Master of Business (Human Resources) from University College

Dublin.

Landon Edmond has served as our Chief Legal Officer and General Counsel since December 2020. Prior to

joining Klaviyo, Mr. Edmond served in a variety of leadership positions at SAP SE, an enterprise application

software company, from May 2012 to December 2020, including as Senior Vice President and General

Counsel. Prior to its acquisition by SAP SE in 2012, Mr. Edmond served in various leadership roles, including

as General Counsel, at Ariba, Inc., a spend management software company, from May 2000 to April 2012.

Since October 2020, Mr. Edmond has served on the advisory board of the Santa Clara University School of

Law. Mr. Edmond holds a B.A. in Sociology from the University of South Florida and a J.D. from the Santa

Clara University School of Law.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Fiscal year 2025 was a defining year of transformation and growth for Klaviyo, marked by the launch of the

autonomous B2C CRM, the introduction of AI-powered agents, and 32% year-over-year revenue growth to

$1.234 billion.

To execute on our strategic objectives, Klaviyo competes for executive talent in the technology and

enterprise software markets. Our Compensation Committee has designed our executive compensation

program to attract, retain, and motivate our executive officers, while aligning pay with Company

performance and long-term stockholder value.

This Compensation Discussion and Analysis section describes our 2025 executive compensation program

for our “named executive officers” (as defined in SEC rules), including our compensation philosophy, key

policies and practices, and our Compensation Committee’s specific compensation decisions.

Our named executive officers for the fiscal year ended December 31, 2025 were:

Klaviyo-2025 DEF-14A-ProxyStatement-KVYO-20250326-Asset10.jpg

Steve Rowland served as our President through December 31, 2025. In July 2025, Mr. Rowland informed the

Company of his intention to retire, and he remained in a transitional role through December 31, 2025.

Following his separation from employment, Mr. Rowland provided consulting services to the Company

through March 31, 2026.

This Compensation Discussion and Analysis section is organized in the following sections:

•Section 1 - Executive Summary

•Section 2 - Executive Compensation Objectives, Policies & Practices

•Section 3 - 2025 Executive Compensation Program

•Section 4 - Other Features of Our Executive Compensation Program

Stockholder Engagement and Board Responsiveness to our 2025 Say-on-Pay Advisory Vote

Stockholder Engagement

We believe that regular engagement with our stockholders is an important component of our corporate

governance practices. At the 2025 Annual Meeting, approximately 99.80% of our stockholders voted to

approve the compensation of our named executive officers. Although this vote is advisory and non-binding,

we value the perspectives of our stockholders and consider the outcome of the say-on-pay vote as an

important factor in our ongoing review of executive compensation practices. Leading up to our inaugural

Say-on-Pay advisory vote at the 2025 Annual Meeting, we initiated a stockholder engagement program to

solicit feedback on our executive compensation and governance practices. We offered engagement

opportunities to stockholders representing approximately 35% of our outstanding shares.

Feedback from these discussions was generally supportive of our compensation philosophy and governance

practices, while also encouraging our continued evolution. A consistent theme raised by investors was the

introduction of performance-based long-term incentives, which many view as a natural progression for

recently public technology companies.

In response to this feedback, and as part of our ongoing review of market practices, our Compensation

Committee approved several changes to our executive compensation program beginning in fiscal year

2026.

Compensation Program Enhancements for Fiscal Year 2026

Our Compensation Committee approved the following enhancements to our executive compensation

program for fiscal year 2026.

•Introduction of Performance Stock Units (PSUs): We introduced a PSU program, with annual

equity awards for our named executive officers consisting of approximately 70% service-based

RSUs and 30% PSUs. The PSUs will vest upon the achievement of specified performance targets tied

to the trading price of our Series A Common Stock.

•Performance-Weighted Co-CEO Equity Package: The new-hire equity compensation for Co-CEO

Chano Fernández is weighted toward performance-based equity, with approximately $36 million in

PSUs tied to stock price performance over multiple years.

•Enhanced Cash Incentive Program: We aligned the fiscal year 2026 annual cash bonus program for

our named executive officers with the same company-wide performance metrics used throughout

the Company and increased their target bonus opportunities from 32% to 50% of base salary to align

with market practice and strengthen the pay-for-performance orientation of our compensation

program.

Section 2 - Executive Compensation Objectives, Policies, and Practices

Our executive compensation program is designed to:

•Attract and retain highly qualified executive officers with the skills, leadership, and experience

necessary to support the achievement of our strategic, operational, and financial objectives;

•Motivate strong performance through a compensation structure that emphasizes variable,

performance-based incentives tied to rigorous, measurable performance goals; and

•Align the interests of our executive officers with the long-term interests of our stockholders.

Below is a summary of the key compensation and corporate governance practices that we maintain to

support these objectives:


What We Do		What We Don’t Do
•Our Compensation Committee consists solely of independent members of our Board. •Our Compensation Committee has retained an independent compensation consultant and uses a representative peer group and market data to inform executive compensation decisions. •We tie annual cash incentive to achievement of objective, pre-established corporate performance metrics with threshold performance requirements and payout caps. •We grant equity awards with multi-year vesting to promote long-term stockholder alignment and retention. •We maintain stock ownership guidelines (6x base salary for Co-CEOs; 5x annual cash retainer for directors; 2x base salary for other executive officers). •We maintain a clawback policy covering both cash and equity incentive compensation. •We conduct an annual advisory vote on named executive officer compensation. •We have engaged, and intend to continue to regularly engage, with our stockholders and consider their feedback in the design of our executive compensation program.		•We generally do not allow hedging or pledging of Klaviyo stock. •Our Compensation Committee does not guarantee salary increases, bonuses, or equity awards. •We do not offer fixed term (vs. “at-will”) employment for our named executive officers. •We generally do not provide single-trigger vesting acceleration upon a change in control. •We do not provide tax reimbursements or gross-ups on change-in-control payments. •We do not offer special executive welfare, health benefits, or retirement plans not available to our employees generally. •We generally do not provide material perquisites to our named executive officers.

Elements of Our Fiscal Year 2025 Compensation Program

Our executive compensation program generally consists of three principal components: base salary, annual

cash incentive, and long-term equity incentive compensation. These components are designed to provide a

significant portion of total direct compensation in variable, performance-based elements that align the

interests of our executive officers with long-term stockholder value.

We also provide our executive officers with benefits available to all of our employees, including participation

in Klaviyo’s 401(k) plan and other employee benefit programs.

The following chart summarizes the primary elements of our executive compensation program, including

their objectives and key features.


Elements	Objectives	Key Features
Base Salary (fixed cash)	•Provide a competitive level of fixed cash compensation to attract and retain highly qualified executive talent.	•Determined based on role, experience, and market data.
Annual Cash Incentive (at-risk cash)	•Motivate achievement of key business and financial objectives.	•Based on pre-established corporate performance metrics. •Subject to threshold performance requirements and payout caps.
Long-Term Equity Incentive (at-risk equity)	•Align executive compensation with long-term stockholder value and support retention.	•Primarily granted as RSUs with multi-year vesting. •Value tied to stock price performance. •Grant levels based on role, experience, and market data.

We seek to provide a market-competitive and performance-driven compensation program for our named

executive officers that appropriately balances their short-term and long-term incentives.

We do not have a formal policy for allocating compensation among salary, annual cash incentive, and equity

awards, or between short-term and long-term compensation and cash and non-cash compensation.

Instead, our Compensation Committee uses its judgment, informed by market data provided by its

independent compensation consultant, to determine the appropriate mix of compensation components for

each named executive officer.

Compensation-Setting Process

Role of Our Compensation Committee

Our Compensation Committee oversees our executive compensation programs, including our

compensation structure, policies, and plans, with the goal of attracting and retaining key management

personnel, motivating management to achieve our corporate goals and strategies, and aligning the interests

of management with the long-term interest of our stockholders, and is responsible for reviewing and

determining the compensation of our executive officers, including our named executive officers.

Our Compensation Committee meets periodically throughout the year to evaluate our executive

compensation program and generally determines the principal components of compensation (base salary,

annual cash incentive, and long-term equity awards) on an annual basis, although decisions may be made at

other times for new hires, promotions, or other special circumstances. Our Compensation Committee does

not delegate authority to approve executive officer compensation and does not maintain a formal policy

regarding the timing of equity awards to our executive officers.

For additional information regarding the composition and responsibilities of our Compensation Committee,

see the section titled “Information Regarding the Board of Directors and Corporate Governance.”

Role of Management

In fulfilling its responsibilities, our Compensation Committee considers input from management. Our Co-

CEOs provide our Compensation Committee with performance assessments and compensation

recommendations for our executive officers other than themselves. Other members of management and,

from time to time, outside advisors or consultants may be invited to provide information or advice or

participate in our Compensation Committee meetings.

No member of management, including our Co-CEOs, participates in discussions regarding his or her own

performance or compensation. Our Compensation Committee retains final authority over all compensation

decisions relating to our executive officers.

Role of Compensation Consultant

Our Compensation Committee has the authority to retain or obtain the advice of its own compensation

consultants, legal counsel, and other advisers.

Our Compensation Committee retained Compensia as its independent compensation consultant for the

fiscal year ended December 31, 2025. Compensia’s engagement included:

•Advising on the selection of a peer group to use as a reference in making executive compensation

decisions and evaluating executive compensation practices;

•Providing market data and analysis to support compensation decisions, including base salary, annual

cash incentive opportunities, and equity awards;

•Reviewing compensation trends, risks, and regulatory developments; and

•Advising on director compensation and equity usage practices.

Our Compensation Committee has assessed the independence of Compensia, taking into account the

factors set forth in the NYSE listing standards and applicable SEC rules, and determined that Compensia’s

work does not create any conflict of interest.

Use of Competitive Market Compensation Data

In making compensation decisions, our Compensation Committee considers the practices of comparable

public companies and those with which we compete for executive talent. To support this analysis, our

Compensation Committee selects a peer group of publicly traded companies with input from its

independent compensation consultant, Compensia.

In late 2024, Compensia proposed, and our Compensation Committee approved, a peer group of public

companies that are comparable to Klaviyo in terms of industry and financial characteristics. This peer group

provides a reference point for evaluating our executive compensation decisions.

Our executive compensation peer group for the fiscal year ended December 31, 2025 was as follows:


Fiscal Year 2025 Peer Group
Asana	Freshworks	Smartsheet
BILL Holdings	GitLab	Snowflake
Braze	Hubspot	Sprinklr
Cloudflare	MongoDB	Sprout Social
Confluent	Okta	Twilio
Datadog	Samsara	Zoominfo Technologies
Five9	Shopify

In determining executive compensation for the fiscal year ended December 31, 2025, our Compensation

Committee reviewed data from the above-listed peer group. Our Compensation Committee reviews the

peer group at least annually, with input from its independent compensation consultant, and makes

adjustments as appropriate based on changes in our business and the businesses of peer companies.

Using data compiled from the peer group, Compensia prepared, and our Compensation Committee

reviewed, market data for base salary, annual cash incentive opportunities, total target cash compensation,

equity compensation grant value, and total target direct compensation for each named executive officer.

Market data is only one of the factors considered in making compensation decisions. Our Compensation

Committee also considers other factors, as described below under “Factors Used in Determining Executive

Compensation.”

Factors Used in Determining Executive Compensation

Our Compensation Committee determines the compensation of our named executive officers based on its

judgment and a variety of factors, which may vary from year to year, rather than a fixed formula.

In making executive compensation decisions, our Compensation Committee generally considers the

following factors:

•Company and individual performance;

•Current and anticipated business needs;

•Each executive officer’s role, responsibilities, skill set, and experience;

•Internal pay equity among our executive officers;

•Need to attract and retain executive talent in a competitive industry;

•Value of existing equity holdings, including the potential value of unvested equity awards;

•Market data, as described above under “Use of Competitive Market Compensation Data”; and

•Recommendations from the independent compensation consultant, our Co-CEOs (other than for

their own compensation), and other members of management.

Section 3 - 2025 Executive Compensation Program

Base Salary

Base salary represents the fixed component of compensation and is intended to provide a competitive level

of pay.

In March 2025, our Compensation Committee reviewed the base salaries of our executive officers, taking

into consideration market data provided by its independent compensation consultant, the

recommendations of Mr. Bialecki, and the other factors described in the section above.

Following this review, our Compensation Committee determined that the base salaries of our named

executive officers were appropriate and would remain at their fiscal year 2024 levels.

The base salaries approved for each of our named executive officers for the fiscal year ended December 31,

2025 are set forth below:


Named Executive Officer	Fiscal Year 2025 Base Salary ($)	Percentage Adjustment from Fiscal Year 2024
Andrew Bialecki	75,000	—%
Amanda Whalen	625,000	—%
Carmel Galvin	530,000	—%
Steve Rowland	600,000	—%
Landon Edmond	520,000	—%

Annual Cash Incentive

In addition to base salary, we provide our named executive officers the opportunity to earn annual cash

bonuses under the Bonus Plan. Bonuses are based on the achievement of company and individual

performance targets established by our Compensation Committee. Our Compensation Committee believes

that the Bonus Plan’s performance metrics contribute to driving long-term stockholder value, play an

important role in influencing management performance, and help attract, motivate, and retain our named

executive officers and other employees.

Annual target bonus opportunities for our named executive officers are determined by our Compensation

Committee and expressed as a percentage of each individual’s annual base salary. Earned bonus amounts, if

any, are paid out in cash.

In March 2025, our Compensation Committee reviewed the performance-based cash bonus opportunities

of our named executive officers, taking into account market data provided by its independent compensation

consultant, recommendations from management, and the other factors described under the section titled

“Factors Used in Determining Executive Compensation.” In connection with this review, our Compensation

Committee also evaluated the overall structure and target levels of the annual incentive program to ensure

continued alignment with market practices and the Company’s strategic priorities.

Following this review, our Compensation Committee approved the target bonus opportunities for each of

our named executive officers for the fiscal year ended December 31, 2025, as set forth below:


Named Executive Officer	Fiscal Year 2025 Target Bonus Opportunity (% of Base Salary)	Fiscal Year 2025 Target Bonus Opportunity ($)	Percentage Adjustment from Fiscal Year 2024
Andrew Bialecki(1)	N/A	N/A	N/A
Amanda Whalen	32%	200,000	12%
Carmel Galvin	32%	169,600	12%
Steve Rowland	67%	400,000	—%
Landon Edmond	32%	166,400	12%

_______________

(1)Mr. Bialecki did not participate in the Bonus Plan.

Executive Bonus Goal Setting

In March 2025, our Compensation Committee approved the performance metrics and their relative

weighting for the performance-based cash bonus awards under the Bonus Plan for the fiscal year ended

December 31, 2025.

The performance goals for our named executive officers consisted of corporate performance metrics of

revenue and non-GAAP operating income, with 75% of the bonus payout eligibility based on achievement of

the revenue target and 25% based on achievement of the non-GAAP operating income target. See

Appendix A to this Proxy Statement for a reconciliation of GAAP to non-GAAP financial measures and other

information.

The targets against which performance is measured are based on our annual budget and strategic planning

process, which is reviewed with our Board and finalized in the first quarter of the fiscal year.

Payouts under the Bonus Plan are determined based on performance curves for each metric. For the

revenue component, no payout is earned if performance is below 95% of target, with payout increasing for

performance between 95% and 100% of target and at an accelerated rate for performance above target,

subject to a maximum payout of 110% of the target amount.

For the non-GAAP operating income component, no payout is earned if performance is below 50% of target,

with payout increasing proportionally for performance up to target and at an accelerated rate for

performance above target, subject to a maximum payout of 110% of the target amount.

Our Compensation Committee designed these performance goals and payout curves to be rigorous and to

align executive incentives with the achievement of our financial and strategic objectives. Threshold

performance levels were established such that no payout would be earned below specified levels of

achievement, and maximum payouts were capped to balance strong performance incentives while

discouraging undue risk-taking in our executive compensation program.

Our Compensation Committee retains discretion to adjust bonus outcomes, including to award cash

bonuses absent attainment of the relevant performance goals or to reduce or increase the size of any bonus

amount.

2025 Bonus Payouts

In early 2026, our Compensation Committee determined performance results under the Bonus Plan based

on the process described above.

For the fiscal year ended December 31, 2025, our achievement against the target performance levels, the

resulting funding levels prior to the application of any negative discretion, and the final approved payouts

were as follows:

Klaviyo-2025 DEF-14A-ProxyStatement-KVYO-20250326-Asset7.jpg

Based on a relative weighting of 75% for the revenue performance measure and 25% for the non-GAAP

operating income performance measure, total achievement for fiscal year 2025 was approximately 107% of

target.

After considering input from our Co-CEOs, our Compensation Committee exercised negative discretion

and reduced bonus payouts for our named executive officers to 87.3% of their target bonus opportunity to

more closely align with the achievement of goals established for our broader employee population. In

connection with his transition and separation from the Company, Mr. Rowland received a bonus payout

equal to 100% of his target bonus opportunity.

Bonus payouts for fiscal year 2025 were paid in cash in March 2026. The actual bonus payouts to our named

executive officers under the Bonus Plan for fiscal year 2025 were as follows:


Named Executive Officer	Fiscal Year 2025 Target Bonus Opportunity ($)	Fiscal Year 2025 Actual Bonus Paid ($)
Andrew Bialecki	—	—
Amanda Whalen	200,000	174,600
Carmel Galvin	169,600	148,061
Steve Rowland	400,000	400,000(1)
Landon Edmond	166,400	145,267

_______________

(1)Mr. Rowland received a bonus payout equal to 100% of his target bonus opportunity in connection with his transition and

separation from the Company, pursuant to his transition and separation agreement.

Long-Term Incentive Compensation

We view long-term incentive compensation in the form of equity awards as a critical element of our

executive compensation program. Equity awards align the interests of our executive officers with long-term

stockholder value, as the realized value of these awards is directly tied to our stock price. In addition, equity

awards support retention by encouraging continued service through multi-year vesting periods.

Long-term incentive compensation in the form of equity awards is granted to our executive officers by our

Compensation Committee. In determining award levels, our Compensation Committee considers a range of

factors, including each executive officer’s role and performance, existing equity holdings and retention

profile, our overall equity usage, and the other factors described in “Factors Used in Determining Executive

Compensation” above. For executive officers other than our Co-CEOs, our Compensation Committee also

considers input from our Co-CEOs.

For fiscal year 2025, our Compensation Committee granted long-term incentive compensation solely in the

form of service-based RSUs, which vest over multiple years and are settled in shares of our Series A common

stock. Because the value of RSUs fluctuates with changes in our stock price, these awards align executive

incentives with long-term stockholder value and serve as an important retention tool. As noted above, Mr.

Bialecki, our Co-CEO, did not receive any RSU awards for fiscal year 2025.

Prior to our IPO in September 2023, all of the equity awards we granted were made under our 2015 Stock

Incentive Plan (as amended, “2015 Plan”). All of the equity awards granted after our IPO have been granted

under our 2023 Stock Option and Incentive Plan (as amended, “2023 Plan”).

While fiscal year 2025 equity awards were granted solely in the form of RSUs, our Compensation Committee

designed and has introduced a PSU program in fiscal year 2026, reflecting our continued focus on

strengthening pay-for-performance alignment of our executive compensation program.

2025 Annual Equity Awards

As part of its annual review of our executive compensation program, and after considering peer group data,

recommendations from our CEO, and the other factors described above, our Compensation Committee

granted annual equity awards in the form of RSUs to our named executive officers for fiscal year 2025, as set

forth in the table below.


Named Executive Officer	Service-Based RSUs (#)(1)(2)	Total Fair Value at Grant Date ($)(3)
Andrew Bialecki	—	—
Amanda Whalen	208,116(4)	7,044,727
Carmel Galvin	130,072(4)	4,402,937
Landon Edmond	130,072(4)	4,402,937
Steve Rowland	208,116(4)	7,530,462(5)

_______________

(1)Ms. Whalen, Ms. Galvin, Mr. Edmond, and Mr. Rowland received their equity awards in March 2025 as part of their regular annual

equity refresh.

(2)The RSUs are subject to service-based vesting conditions.

(3)The amounts reported represent the aggregate grant date fair value of the RSUs granted to our named executive officers reported

under our 2023 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value

of the RSU awards reported in this column are set forth in note 2 to our audited consolidated financial statements included in the 2025

Annual Report. The amounts reported in this column do not reflect the actual economic value that may be realized by the named

executive officer.

(4)50% of the shares underlying the RSUs vest in 8 equal quarterly installments beginning on May 15, 2025 and the remaining 50% of the

shares underlying the RSUs vest in 4 equal quarterly installments thereafter, subject to the named executive officer’s continued

service with the Company through each such date.

(5)The amount reported represents, during the fiscal year ended December 31, 2025, (i) the incremental fair value of Mr. Rowland’s RSU

award for which the vesting schedule was modified in connection with his transition and separation from the Company, resulting in an

incremental fair value of $485,735 and (ii) the aggregate grant date fair value of the RSU awards granted to Mr. Rowland in an amount

of $7,044,727.

As noted above, Andrew Bialecki did not receive any equity award for fiscal year 2025.

Section 4 - Other Features of Our Executive Compensation Program

Agreements with Our Named Executive Officers

We have entered into offer letters or employment agreements with certain of our named executive officers,

the material terms of which are described below.

Andrew Bialecki

We have not entered into a formal written offer letter or employment agreement with Mr. Bialecki.

Amanda Whalen

We entered into an employment agreement with Ms. Whalen effective as of August 27, 2023 (the “Whalen

Employment Agreement”). The Whalen Employment Agreement provides for at-will employment and sets

forth her annual base salary (subject to adjustment), eligibility to participate in employee benefit plans, and

eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon

Termination or Change in Control” below for additional information.

Carmel Galvin

We entered into an employment agreement with Ms. Galvin effective as of April 15, 2024 (the “Galvin

Employment Agreement”). The Galvin Employment Agreement provides for at-will employment and sets

forth her annual base salary (subject to adjustment), a sign-on bonus of $250,000, a relocation bonus of

$100,000, her target annual bonus opportunity, eligibility to participate in employee benefit plans, and

eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon

Termination or Change in Control” below for additional information.

Landon Edmond

We entered into an employment agreement with Mr. Edmond effective as of August 27, 2023 (the “Edmond

Employment Agreement”). The Edmond Employment Agreement provides for at-will employment and sets

forth his annual base salary (subject to adjustment), eligibility to participate in employee benefit plans, and

eligibility for severance and change in control benefits. See the section titled “Potential Payments Upon

Termination or Change in Control” below for additional information.

Steve Rowland

We entered into an employment agreement with Mr. Rowland effective as of August 27, 2023 (the “Rowland

Employment Agreement,” and together with the Whalen Employment Agreement, the Galvin Employment

Agreement, and the Edmond Employment Agreement, the “Named Executive Officer Employment

Agreements”). The Rowland Employment Agreement provided for at-will employment and set forth his

annual base salary (subject to adjustment), his target annual bonus opportunity, eligibility to participate in

employee benefit plans, and eligibility for severance and change in control benefits. See the section titled

“Potential Payments Upon Termination or Change in Control” below for additional information.

In August 2025, we entered into a transition and separation agreement with Mr. Rowland in connection with

his planned retirement (the “Rowland Separation Agreement”). Pursuant to the Rowland Separation

Agreement, Mr. Rowland continued in his role as President during a transitional period through December

31, 2025, during which he remained employed at his then-current base salary, continued to participate in our

employee benefit plans, and continued to vest in his outstanding equity awards. Following his separation

from employment, Mr. Rowland provided consulting services to the Company through March 31, 2026 (the

“Consulting Period”). During the Consulting Period, Mr. Rowland did not receive cash compensation but

continued to vest in certain outstanding equity awards in accordance with their terms. Subject to his

execution and non-revocation of a release of claims and continued compliance with the terms of the

Rowland Separation Agreement, Mr. Rowland became eligible to receive severance benefits, including (i)

one times the sum of (a) current base salary and (b) target bonus, and (ii) Company-paid COBRA premiums

(or equivalent payments) for up to 12 months following termination.

Severance and Change in Control Benefits

Our offer letters and employment agreements provide our executive officers, including our named

executive officers, with certain post-employment payments and benefits in the event of a qualifying

termination of employment, including in connection with a change in control.

Under the Named Executive Officer Employment Agreements, if an executive officer’s employment is

terminated by us without “cause” or by the executive officer for “good reason” (each as defined in the

applicable agreement), subject to the executive officer signing and complying with a separation agreement

and release, the executive officer is entitled to:

•A lump sum cash payment equal to the executive officer’s then-current base salary (or, if higher, the

base salary in effect immediately prior to a change in control), plus, in the case of Mr. Rowland, an

amount equal to his target bonus for the year of termination; and

•Payment of COBRA premiums for the executive officer (and, in the case of Mr. Rowland, his eligible

dependents) for up to 12 months.

In addition, under the terms of our Bonus Plan in effect during 2025, our named executive officers are

entitled to receive a lump sum cash payment equal to their then-current target bonus without regard to

actual performance and without proration.

If a qualifying termination occurs within the period beginning 3 months prior to and 12 months following a

change in control (the “CIC Period”), all outstanding and unvested equity awards that are subject solely to

time-based vesting will fully vest and become exercisable or nonforfeitable, as applicable.

Payments and benefits provided in connection with a change in control may not be deductible under Section

280G of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and may be subject to the excise

tax imposed under Section 4999 of the Code. If such payments or benefits would be subject to the excise

tax, they will be reduced if such reduction would result in a higher net after-tax benefit to the recipient.

See the section titled “Potential Payments Upon Termination or Change in Control” below for an estimate of

the potential payments and benefits payable under these arrangements.

Our Compensation Committee believes that these severance and change in control arrangements are an

important component of our executive compensation program and support the recruitment and retention

of key executives.

Welfare and Health Benefits

Our full-time U.S.-based employees, including our named executive officers, participate in broad-based

health and welfare benefit programs sponsored by us. These programs include medical, dental, and vision

coverage; life, accidental death and dismemberment, and disability insurance; health savings accounts;

flexible spending accounts; and wellness and commuter benefits.

We pay the full cost of life, accidental death and dismemberment, and disability insurance, and share the

cost of other benefits with employees.

Perquisites and Other Personal Benefits

We do not provide material perquisites or other personal benefits to our named executive officers. Any such

benefits, if provided, would be subject to approval and periodic review by our Compensation Committee.

401(k) Plan

We maintain a tax-qualified retirement savings plan under Section 401(k) of the Code in which our U.S.

employees, including our named executive officers, are eligible to participate. We make discretionary

matching and other employer contributions under the 401(k) plan.

Non-qualified Deferred Compensation

We do not maintain any non-qualified deferred compensation plans or arrangements under which our

named executive officers are entitled to participate.

Employee Stock Purchase Plan

We offer our employees, including our named executive officers, the opportunity to purchase shares of our

Series A common stock at a discount under our 2023 Employee Stock Purchase Plan (“2023 ESPP”).

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written trading plans in accordance with Rule 10b5-1 under

the Exchange Act, which permit pre-established trading arrangements. Transactions under these plans and

any transactions outside of such plans are subject to our insider trading policy and applicable securities laws.

Performance-Based Compensation Recovery Policy

Effective October 2, 2023, our Board adopted a compensation recovery (“clawback”) policy in accordance

with Rule 10D-1 under the Exchange Act and the corresponding NYSE listing standards.

The clawback policy provides that, in the event we are required to prepare a restatement of our financial

statements, we will, subject to limited exceptions, recover from our current and former executive officers

any incentive-based compensation that was erroneously received in excess of the amount that would have

been received based on the restated financial statements, and such recovery is required without regard to

whether any misconduct occurred.

The policy applies to incentive-based compensation that is granted, earned, or vested based wholly or in

part upon the attainment of a financial reporting measure and covers the three completed fiscal years

immediately preceding the date on which we are required to prepare the restatement.

In addition, under Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial

results due to our material noncompliance with financial reporting requirements as a result of misconduct,

our Co-CEOs and Chief Financial Officer may be required to reimburse us for certain bonus or other

incentive-based or equity-based compensation.

Policy Prohibiting Hedging and Pledging

Our Board has adopted an insider trading policy that prohibits our directors, officers, employees, and their

affiliated persons from engaging in short sales, the purchase or sale of derivative securities or hedging

transactions, transactions involving margin accounts, and the pledge of our securities as collateral for loans.

Stock Ownership Policy

We maintain a stock ownership policy designed to align the interests of our directors and executive officers

with those of our stockholders and to promote a long-term focus on value creation.

Under this policy, each non-employee director is expected to hold shares of our common stock with a value

of at least five times the annual cash retainer for regular Board service (excluding committee retainers).

Each executive officer is expected to hold shares of our common stock with a value of at least a multiple of

their annual base salary, equal to six times base salary for our Co-CEOs and two times base salary for our

other executive officers.

Individuals are expected to achieve the applicable ownership level within five years of becoming subject to

the policy and, until such level is achieved, are required to retain a portion of the shares acquired through

equity awards.

Policies on the Timing of Option Awards

Item 402(x) of Regulation S-K under the Securities Act requires us to describe our policies and practices

regarding the timing of awards of stock options, stock appreciation rights and similar option-like

instruments in relation to our disclosure of material nonpublic information.

We do not currently grant stock options, stock appreciation rights or similar option-like instruments.

Accordingly, we do not consider the timing of the disclosure of material nonpublic information in connection

with the grant of such awards.

Compensation Risk Assessment

Our Compensation Committee has reviewed our compensation policies and practices and determined that

they do not encourage excessive or unnecessary risk taking. While a portion of our executive compensation

is performance-based, our programs are designed to balance short-term and long-term incentives.

Accordingly, we do not believe that our compensation programs are reasonably likely to have a material

adverse effect on us.

Tax and Accounting Considerations

Deductibility of Executive Compensation

Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered

employees” that exceeds $1 million per taxable year is generally non-deductible.

While our Compensation Committee considers the tax implications of executive compensation, it also

evaluates a range of other factors and retains the flexibility to structure executive compensation in a manner

consistent with the goals of our executive compensation program and the best interests of Klaviyo and its

stockholders, which may include providing compensation that is not deductible under Section 162(m).

Accounting Considerations

Our Compensation Committee considers the accounting treatment of the various elements of our executive

compensation program. We account for stock-based compensation in accordance with FASB ASC Topic

718, which requires that the grant date “fair value” of equity awards be recognized as an expense for financial

reporting purposes, including for the amounts reported in the executive compensation tables in this Proxy

Statement.

Executive Compensation Tables

Summary Compensation Table

The following table sets forth information regarding compensation awarded to, earned by, or paid to our

named executive officers for services rendered to us in all capacities during the fiscal years ended December

31, 2025, 2024, and 2023.


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Andrew Bialecki Chief Executive Officer	2025	75,000	—	—	—	3,000	78,000
	2024	75,000	—	—	—	3,030	78,030
	2023	75,000	—	—	—	3,031	78,031
Amanda Whalen Chief Financial Officer	2025	625,000	—	7,044,727	174,600	13,999	7,858,326
	2024	625,000	—	6,566,172	95,250	13,799	7,300,221
	2023	512,500	—	12,510,825	—	13,546	13,036,871
Carmel Galvin Chief People Officer	2025	530,000	—	4,402,937	148,061	12,086	5,093,084
	2024	377,116	350,000(4)	17,140,371	57,536	815	17,925,838

Landon Edmond Chief Legal Officer	2025	520,000	—	4,402,937	145,267	14,000	5,082,204
	2024	520,000	—	2,532,648	79,248	13,799	3,145,695
	2023	460,000	—	12,592,985(5)	—	13,385	13,066,370
Steve Rowland(6) President	2025	600,000	—	7,530,462(7)	400,000	7,712	8,538,174
	2024	600,000	—	4,783,916	304,800	9,108	5,697,825
	2023	300,000	100,000(8)	20,516,540	198,298	4,125	21,118,963

_______________

(1)The amounts reported represent the aggregate grant date fair value of the RSU awards granted to our named executive officers

calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the RSU

awards reported in this column are set forth in note 2 to our audited consolidated financial statements included in the 2025 Annual

Report. The amounts reported in this column do not reflect the actual economic value that may be realized by the named

executive officers.

(2)The amounts reported reflect bonuses earned by our named executive officers pursuant to the Bonus Plan. For a description of the

bonuses earned by our named executive officers during the fiscal year ended December 31, 2025, please see the section titled

“2025 Bonus Payouts.”

(3)The amounts reported represent 401(k) matching contributions made by us, unless noted otherwise.

(4)The amount reported represents (i) a one-time sign-on bonus of $250,000 and (ii) a relocation bonus of $100,000 paid in

connection with Ms. Galvin joining our Company in April 2024.

(5)The amount reported represents, during the fiscal year ended December 31, 2023, (i) the incremental fair value of Mr. Edmond’s

RSU award for which the vesting schedule was modified for administrative purposes, resulting in an incremental fair value of

$3,361,985 and (ii) the aggregate grant date fair value of the RSU awards granted to Mr. Edmond in an amount of $9,231,000.

(6)Mr. Rowland served as our President through December 31, 2025. In July 2025, Mr. Rowland informed the Company of his intention

to retire, and he remained in a transitional role through December 31, 2025. Following his separation from employment, Mr.

Rowland provided consulting services to the Company through March 31, 2026.`

(7)The amount reported represents, during the fiscal year ended December 31, 2025, (i) the incremental fair value of Mr. Rowland’s

RSU award for which the vesting schedule was modified in connection with his transition and separation from the Company,

resulting in an incremental fair value of $485,735 and (ii) the aggregate grant date fair value of the RSU awards granted to Mr.

Rowland in an amount of $7,044,727.

(8)The amount reported represents a one-time sign-on bonus paid in connection with Mr. Rowland joining our Company in July 2023.

Grants of Plan-Based Awards in Fiscal Year 2025

The following table sets forth information regarding each plan-based award granted to our named executive

officers during the fiscal year ended December 31, 2025.


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			All Other Stock Awards
Name	Award Type	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards ($)(2)
Andrew Bialecki	—	—	—	—	—	—	—
Amanda Whalen	Annual Cash	—	25,000	200,000	220,000	—	—
	RSU Award	3/17/2025	—	—	—	208,116(3)	7,044,727
Carmel Galvin	Annual Cash	—	21,200	169,600	186,560	—	—
	RSU Award	3/17/2025	—	—	—	130,072(3)	4,402,937
Landon Edmond	Annual Cash	—	20,800	166,400	183,040	—	—
	RSU Award	3/17/2025	—	—	—	130,072(3)	4,402,937
Steve Rowland	Annual Cash	—	50,000	400,000	440,000	—	—
	RSU Award	3/17/2025	—	—	—	208,116(3)	7,044,727

_______________

(1)These amounts represent the annual cash bonus amounts that each of our participating named executive officers is eligible to earn

in the fiscal year ended December 31, 2025 under the Bonus Plan based on our Company’s attainment of a specified amount of

revenue (weighted at 75%) and non-GAAP operating income (weighted at 25%). The amounts shown in the “Threshold” column

represent a bonus payout if our non-GAAP operating income is at least 50% of the non-GAAP operating income target and the

minimum revenue performance metric is not met. If neither the minimum non-GAAP operating income performance metric nor

the minimum revenue performance metric is met, no cash bonus will be paid. The amounts shown in the “Maximum” column

represent the maximum bonus payout if the highest tier of revenue and non-GAAP operating income under the Bonus Plan is

achieved or exceeded and reflect a maximum payout capped at 110% of the amounts shown in the “Target” column. The dollar

value of the actual payments for these awards is included in the “Non-Equity Incentive Plan Compensation” column of the

“Summary Compensation Table” above. See Appendix A to this Proxy Statement for a reconciliation of GAAP to non-GAAP

financial measures and other information.

(2)These amounts reported represent the aggregate grant date fair value of the RSUs awards granted to our participating named

executive officers calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value

of the RSU awards reported in this column are set forth in note 2 to our audited consolidated financial statements included in the

2025 Annual Report. The amounts reported in this column do not reflect the actual economic value that may be realized by the

named executive officers.

(3)The shares underlying the RSU award are subject to service-based vesting conditions. 50% of the shares underlying the RSUs vest

in 8 equal quarterly installments beginning on May 15, 2025 and the remaining 50% of the shares underlying the RSUs vest in 4

equal quarterly installments thereafter, subject to the named executive officer’s continued service with the Company through

each such date.

Outstanding Equity Awards as of December 31, 2025

The following table sets forth information regarding outstanding equity awards held by our named executive

officers as of December 31, 2025.


		Option Awards				Stock Awards
Name	Grant Date(1)	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares of Stock or Units That Have Not Vested (#)	Market Value of Shares of Stock or Units That Have Not Vested ($)(2)
Amanda Whalen	5/9/2022(3)	—	—	—	—	68,750	2,232,313
	3/31/2023(4)	—	—	—	—	40,625	1,319,094
	9/19/2023(5)	—	—	—	—	73,000	2,370,310
	4/15/2024(6)	—	—	—	—	157,437	5,111,979
	3/17/2025(7)	—	—	—	—	169,095	5,490,515
Carmel Galvin	5/15/2024(8)	—	—	—	—	431,965	14,025,904
	3/17/2025(7)	—	—	—	—	105,684	3,431,559
Landon Edmond	3/31/2023(4)	—	—	—	—	22,500	730,575
	9/19/2023(9)	—	—	—	—	87,188	2,830,994
	4/15/2024(6)	—	—	—	—	60,726	1,971,773
	3/17/2025(7)	—	—	—	—	105,684	3,431,559
Steve Rowland	8/1/2023(10)	—	—	—	—	359,184	11,662,704
	4/15/2024(6)	—	—	—	—	114,704	3,724,439
	3/17/2025(7)	—	—	—	—	169,095	5,490,515

_______________

(1)All equity awards listed in this table that were granted prior to our IPO were granted pursuant to our 2015 Plan, and all other equity

awards listed in this table were granted pursuant to our 2023 Plan.

(2)The market value of RSUs is based on the closing price of our Series A common stock on December 31, 2025, the last trading day of

the fiscal year ended December 31, 2025, which was $32.47.

(3)The shares underlying this RSU award were subject to both a time and service vesting condition and a liquidity event vesting

condition, with 25% of the RSUs satisfying the time and service vesting condition on the first anniversary of May 15, 2022, and the

remaining portion of the award satisfying the time and service vesting condition in 12 equal quarterly installments thereafter,

subject to the named executive officer’s continued service with the Company through each such date. The liquidity event vesting

condition was satisfied upon our IPO.

(4)The shares underlying this RSU award were subject to both a time and service vesting condition and a liquidity event vesting

condition, with 40% of the RSUs satisfying the time and service vesting condition in 8 equal quarterly installments following

February 15, 2023, and the remaining 60% of the RSUs satisfying the time and service vesting condition in 4 equal quarterly

installments thereafter, subject to the named executive officer’s continued service with the Company through each such date. The

liquidity event vesting condition was satisfied upon our IPO.

(5)The shares underlying the RSU award are subject to service-based vesting conditions. 32% of the RSUs subject to this award vest in

4 equal quarterly installments following August 15, 2023, 27% of the RSUs vest in 4 equal quarterly installments thereafter, 18% of

the RSUs vest in 4 equal quarterly installments thereafter, and the remaining 23% of the RSUs vest in 4 equal quarterly installments,

subject to the named executive officer’s continued service with the Company through each such date.

(6)The shares underlying the RSU award are subject to service-based vesting conditions. 50% of the shares underlying the RSUs vest

in 8 equal quarterly installments beginning on May 15, 2024 and the remaining 50% of the shares underlying the RSUs vest in 4

equal quarterly installments thereafter, subject to the named executive officer’s continued service with the Company through

each such date.

(7)The shares underlying the RSU award are subject to service-based vesting conditions. 50% of the shares underlying the RSUs vest

in 8 equal quarterly installments beginning on May 15, 2025 and the remaining 50% of the shares underlying the RSUs vest in 4

equal quarterly installments thereafter, subject to the named executive officer’s continued service with the Company through

each such date.

(8)The shares underlying the RSU award are subject to service-based vesting conditions. 86,393 shares underlying the RSUs vested

on November 15, 2024 and the remaining shares underlying the RSUs vest in 14 equal quarterly installments thereafter, subject to

the named executive officer’s continued service with the Company through each such date.

(9)The shares underlying the RSU award are subject to service-based vesting conditions. 48% of the RSUs subject to this award vest in

8 equal quarterly installments following August 15, 2023, 22% of the RSUs vest in 4 equal quarterly installments thereafter, and the

remaining 30% of the RSUs vest in 4 equal quarterly installments, subject to the named executive officer’s continued service with

the Company through each such date.

(10)The shares underlying this RSU award were subject to both a time and service vesting condition and a liquidity event vesting

condition, with 25% of the RSUs satisfying the time and service vesting condition on the first anniversary of August 15, 2023, and

the remaining portion of the award satisfying the time and service vesting condition in 12 equal quarterly installments thereafter,

subject to the named executive officer’s continued service with the Company through each such date. The liquidity event vesting

condition was satisfied upon our IPO.

Fiscal Year 2025 Option Exercises and Stock Vested

The following table sets forth certain information regarding any option exercises and stock vested during

the fiscal year ended December 31, 2025 with respect to our named executive officers.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Andrew Bialecki	21,429,184	746,110,614	—	—
Amanda Whalen	—	—	431,410	14,877,885
Carmel Galvin	—	—	197,174	6,903,102
Landon Edmond	—	—	170,439	5,788,154
Steve Rowland	—	—	295,249	10,327,135

_______________

(1)The value realized on exercise is based on the total number of shares of our common stock issued to each named executive officer

upon the exercise of the stock option award multiplied by the closing price of our Series A common stock on the date of exercise

and does not represent actual amounts received by our named executive officers as a result of the vesting event.

(2)The value realized on vesting is based on the total number of shares of our common stock issued to each named executive officer

upon the vesting of the RSU award multiplied by the closing price of our Series A common stock on the date of vesting and does

not represent actual amounts received by our named executive officers as a result of the vesting event.

Potential Payments Upon Termination or Change in Control

The table below provides information with respect to potential payments and benefits to which our named

executive officers would be entitled under the arrangements set forth in their respective offer letters or

employment agreements, as described in the section titled “Severance and Change in Control Benefits,”

assuming their employment was terminated as of December 31, 2025, including in connection with a change

in control as of December 31, 2025.


Name	Type of Termination	Base Salary ($)(1)	Bonus ($)(2)	Accelerated Vesting of Equity Awards ($)(3)	Continuation of Insurance Coverage ($)(4)	Total ($)
Andrew Bialecki	Termination without Cause or for Good Reason	—	—	—	—	—
Andrew Bialecki	Termination without Cause or for Good Reason within the CIC Period(5)	—	—	—	—	—
Amanda Whalen	Termination without Cause or for Good Reason	625,000	200,000	—	20,069	770,069
Amanda Whalen	Termination without Cause or for Good Reason within the CIC Period(5)	625,000	200,000	16,524,210	20,069	17,294,280
Carmel Galvin	Termination without Cause or for Good Reason	530,000	169,600	—	8,088	644,088
Carmel Galvin	Termination without Cause or for Good Reason within the CIC Period(5)	530,000	169,600	17,457,463	8,088	18,101,551
Landon Edmond	Termination without Cause or for Good Reason	520,000	166,400	—	24,459	646,835
Landon Edmond	Termination without Cause or for Good Reason within the CIC Period(5)	520,000	166,400	8,964,902	24,459	9,613,361
Steve Rowland(6)	Termination without Cause or for Good Reason	600,000	400,000	—	24,459	1,024,459
Steve Rowland(6)	Termination without Cause or for Good Reason within the CIC Period(5)	600,000	400,000	20,877,658	24,459	21,902,117

_______________

(1)Amount represents a lump sum payment equal to 12 months of base salary at the rate in effect as of December 31, 2025, payable

upon a termination without cause or resignation for good reason.

(2)Pursuant to the terms of our Bonus Plan for 2025, each of our named executive officers is entitled to be paid their target bonus

amount in the event of a termination without cause or resignation for good reason.

(3)All accelerated vesting of equity awards represents acceleration of vesting of unvested RSUs as of December 31, 2025. The value of

accelerated vesting of unvested RSUs is based on $32.47, which was the closing stock price of our Series A common stock on

December 31, 2025.

(4)The amounts reported represent continuing payment for twelve months of the portion of the healthcare premium cost as was

borne by us under the level of coverage selected by the named executive officer during the fiscal year ended December 31, 2025.

(5)The amounts reported represent change in control severance benefits based on a double-trigger arrangement, which assumes the

employment of the executive officer is terminated by us without “cause” or by the executive officer for “good reason” (each as

defined in the applicable agreement), in each case, within 3 months prior to and 12 months following a “change in control” (as

defined in the applicable agreement) of Klaviyo.

(6)Mr. Rowland’s employment with the Company ended on December 31, 2025 following a transition period, and he provided

consulting services to the Company through March 31, 2026.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2025, with respect to shares of our Series A

common stock and, for our 2015 Plan, Series B common stock that may be issued under our existing equity

compensation plans.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) (a)	Weighted-average exercise price of outstanding options, warrants and rights ($) (b)(1)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) (c)
Equity compensation plans approved by security holders(2)	16,776,434(3)	2.27	66,234,212(4)(5)
Equity compensation plans not approved by the security holders	—	—	—
Total	16,776,434	2.27	66,234,212

_______________

(1)The weighted average exercise price is calculated based solely on outstanding stock options. This weighted-average exercise

price does not reflect shares subject to RSUs.

(2)Consists of our 2015 Plan, our 2023 Plan, and our 2023 ESPP. Following our IPO, we did not grant any awards under our 2015 Plan,

but all outstanding awards under the plan continue to be governed by their existing terms. The shares of Series A common stock

underlying any awards granted under our 2015 Plan or 2023 Plan that are forfeited, canceled, or otherwise terminated (other than

by exercise) and the shares of Series A common stock that are withheld upon exercise of a stock option or settlement of such

award to cover the exercise price or tax withholding will be added to the shares of common stock available for issuance under our

2023 Plan.

(3)Consists of (i) 2,225,979 shares of Series B common stock subject to outstanding stock options and 1,410,231 shares of Series B

common stock subject to RSU awards outstanding under our 2015 Plan and (ii) 13,140,224 shares of Series A common stock

subject to RSU awards outstanding under our 2023 Plan. Does not include future rights to purchase shares of our Series A common

stock under our 2023 ESPP, which depend on a number of factors described in our 2023 ESPP and will not be determined until the

end of the applicable purchase period. As of December 31, 2025, the rights to purchase shares of our Series A common stock under

our 2023 ESPP for the purchase period ended on December 31, 2025 were exercised.

(4)Consists of shares available for future issuance under our 2023 ESPP and our 2023 Plan. As of December 31, 2025, 10,670,780

shares of Series A common stock were available for issuance under our 2023 ESPP and 55,563,432 shares of Series A common

stock were available for issuance under our 2023 Plan.

(5)Our 2023 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase

each January 1, beginning on January 1, 2024, by 5% of the outstanding number of shares of our Series A common stock and Series

B common stock on the immediately preceding December 31, or such lesser number of shares as determined by our 2023 Plan

administrator. Our 2023 ESPP provides that the number of shares reserved and available for issuance will automatically increase

each January 1, beginning on January 1, 2024, by the least of 6,200,000 shares of our Series A common stock, 1% of the

outstanding number of shares of our Series A common stock and Series B common stock on the immediately preceding December

31, or such lesser number of shares as determined by our administrator of our 2023 ESPP. The number in the table includes the

increases from January 1, 2025 but does not include the increases from January 1, 2026. On January 1, 2026, the number of shares

of Series A common stock available for issuance under our 2023 Plan increased by 15,208,105 shares, and the number of shares of

Series A common stock available for issuance under our 2023 ESPP increased by 3,041,621 shares.

PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K under the Securities Act, we are providing the following

information about the relationship between the executive compensation that the SEC deems to have been

“actually paid” to our CEO and our Other NEOs and certain aspects of our financial performance.

The following table sets forth the compensation for our CEO and the average compensation for our Other

NEOs for the fiscal years ended December 31, 2025, 2024 and 2023 (each, a “Covered Year”), both as

reported in the Summary Compensation Table above (“SCT”) and with certain adjustments to reflect the

“compensation actually paid” to such individuals, as calculated in accordance with rules adopted by the SEC.

“Compensation actually paid” does not reflect amounts actually realized by our CEO and our Other NEOs

and may be higher or lower than the amounts, if any, that are ultimately realized by such individuals during

the Covered Years. Our Compensation Committee does not consider “compensation actually paid,” as

defined by the SEC, as a basis for making its executive compensation decisions. Please see the section of

this Proxy Statement titled “Compensation Discussion and Analysis” for a discussion of our Compensation

Committee’s philosophy, policies, and practices when making executive compensation decisions.

The table below also provides information for each Covered Year on our cumulative total shareholder return

(“TSR”) and the cumulative TSR of our peer group (with each such TSR determined for the period

commencing on September 20, 2023, the date that our Series A common stock began trading on the NYSE

(“IPO Date”)), our net (loss) income, and our revenue.


					Value of Initial Fixed $100 Investment Based on:
Fiscal Year	SCT Total for CEO ($)	Compensati on Actually Paid to CEO ($)(1)(2)	SCT Average for Other NEOs ($)(3)	Average Compensation Actually Paid to Other NEOs ($)(2)(3)(4)	Klaviyo Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)(5)	Net (Loss) Income ($ in thousands)(6)	Revenue ($ in thousands)(7)
2025	78,000	78,000	6,642,947	1,653,583	108	172	(31,768)	1,234,019
2024	78,030	78,030	8,517,395	18,507,774	126	157	(46,142)	937,464
2023	78,031	78,031	15,740,735	17,260,349	85	115	(308,233)	698,099

_______________

(1)The following table shows for each Covered Year the adjustments made to the total compensation shown for our CEO, Andrew

Bialecki, on the SCT to arrive at “compensation actually paid” as reflected on the table above:


Adjustments to Determine Compensation Actually Paid to CEO	Fiscal Year 2025	Fiscal Year 2024	Fiscal Year 2023
SCT total amount	$78,000	$78,030	$78,031
Less amounts reported in “Option Awards” and “Stock Awards” columns in SCT for the Covered Year	—	—	—
Plus fair value at Covered Year-end of outstanding and unvested equity awards granted during the Covered Year	—	—	—
Plus (or less) change in fair value as of the Covered Year-end from the prior year-end of outstanding and unvested equity awards granted in prior fiscal years	—	—	—
Plus fair value at vesting of equity awards granted during the Covered Year that vested during the Covered Year	—	—	—
Plus (or less) change in fair value as of vesting date from the prior year-end of equity awards granted in prior fiscal years that vested during the Covered Year	—	—	—
TOTAL ADJUSTMENTS:	—	—	—
TOTAL COMPENSATION ACTUALLY PAID:	$78,000	$78,030	$78,031

(2)For purposes of the adjustments to determine “compensation actually paid,” we computed the fair value of the RSUs awards in

accordance with FASB ASC Topic 718 as of the end of the relevant fiscal year, other than the fair values of equity awards that

vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of

such amounts (as updated for purposes of this disclosure to reflect the relevant dates for purposes of calculating fair value) are set

forth in note 2 to our audited consolidated financial statements included in the 2025 Annual Report.

(3)Our Other NEOs for the fiscal year ended December 31, 2025 were Amanda Whalen, Carmel Galvin, Landon Edmond, and Steve

Rowland. Our Other NEOs for the fiscal year ended December 31, 2024 were Amanda Whalen, Carmel Galvin, Steve Rowland, and

Landon Edmond. Our Other NEOs for the fiscal year ended December 31, 2023 were Amanda Whalen, Steve Rowland, and Landon

Edmond.

(4)The following table shows for each Covered Year the adjustments made to the average of the total compensation shown for our

Other NEOs on the SCT to arrive at average “compensation actually paid” as reflected on the table above:


Adjustments to Determine Average Compensation Actually Paid to Other NEOs	Fiscal Year 2025	Fiscal Year 2024	Fiscal Year 2023
SCT total amount	$6,642,947	$8,517,395	$15,740,735
Less average amount reported in “Option Awards” and “Stock Awards” columns in SCT for the Covered Year	(5,845,266)	(7,755,777)	(15,206,783)
Plus average fair value at Covered Year-end of outstanding and unvested equity awards granted during the Covered Year	4,461,037	11,192,113	14,250,668
Plus (or less) average change in fair value as of the Covered Year-end from the prior year-end of outstanding and unvested equity awards granted in prior fiscal years	(3,104,753)	4,367,683	642,693
Plus average fair value at vesting of equity awards granted during the Covered Year that vested during the Covered Year	1,003,342	1,608,102	882,814
Plus (or less) average change in fair value as of vesting date from the prior year-end of equity awards granted in prior fiscal years that vested during the Covered Year	(1,503,723)	578,259	950,223
TOTAL ADJUSTMENTS:	(4,989,364)	9,990,379	1,519,614
TOTAL AVERAGE COMPENSATION ACTUALLY PAID:	$1,653,583	$18,507,774	$17,260,349

(5)TSR shown in this table utilizes the S&P 500 Information Technology Index. The comparison assumes $100.00 was invested in our

Series A common stock and the S&P 500 Information Technology Index at their respective closing prices on our IPO Date and

ending on December 31 of each Covered Year. The historical TSR represents past performance and should not be considered an

indication of future TSR.

(6)Reflects “Net (loss) income” for each Covered Year as set forth in our consolidated statements of operations included in our

Annual Report on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Net (loss) income” is a GAAP measure.

(7)Reflects “Revenue” for each Covered Year as set forth in our consolidated statements of operations included in our Annual Report

on Form 10-K for each of the Covered Years. For the avoidance of doubt, “Revenue” is a GAAP measure. The Company

determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important

financial performance measure used to link compensation actually paid to our named executive officers for the most recently

completed fiscal year to Company performance. We utilize revenue as a performance metric in our Bonus Plan.

Financial Performance Measures

Listed below are the “most important” financial performance measures used by us to link “compensation

actually paid” to our CEO and our Other NEOs in the fiscal year ended December 31, 2025 to Company

performance. We did not use any other financial performance measures to directly link executive

compensation actually paid to Company performance. For further information regarding these financial

performance measures as well as other factors used in our long-term equity incentive and performance-

based cash bonus programs, please refer to the section of this Proxy Statement titled “Compensation

Discussion and Analysis.”

•Revenue

•Non-GAAP operating income

See Appendix A to this Proxy Statement for a reconciliation of GAAP to non-GAAP financial measures and

other information.

CEO PAY RATIO

For the fiscal year ended December 31, 2025, the median annual total compensation of all of our employees

(other than our CEO) was $187,808, and the annual total compensation of our CEO, as reported in the

“Total” column of the Summary Compensation Table included in this Proxy Statement, was $78,000. Based

on this information, the ratio of the annual total compensation of our CEO to the median annual total

compensation of our other employees was 0.42 to 1.

The pay ratio above represents our reasonable estimate calculated in a manner consistent with SEC rules

and applicable guidance. The SEC rules permit companies to use a variety of methodologies, assumptions,

and estimates in determining the median employee. As a result, the pay ratio reported by other companies

may not be comparable to the pay ratio reported above.

Methodology Used to Identify Median Employee

We identified our median employee as of December 31, 2025 (the “Determination Date”) by considering all

individuals, excluding our CEO, who were employed by us (including our consolidated subsidiaries) on the

Determination Date, whether employed on a full-time, part-time, seasonal, or temporary basis. Independent

contractors were not included in our employee population.

To identify the median employee, we used a consistently applied compensation measure consisting of: (1)

annual base salary as of December 31, 2025; (2) target annual bonus or commissions, each as in effect as of

December 31, 2025; (3) for non-salaried employees, hourly rate as in effect as of December 31, 2025,

annualized for a full year; and (4) the grant date value of equity awards granted during fiscal year 2025. For

employees paid in currencies other than U.S. dollars, compensation was converted to U.S. dollars using

foreign exchange rates in effect as of the Determination Date.

After identifying the median employee, we calculated the median employee’s annual total compensation for

fiscal year 2025 using the same methodology we used to calculate the compensation of our named

executive officers as reported in the Summary Compensation Table included in this Proxy Statement.

PROPOSAL THREE

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as our independent registered

public accounting firm for the fiscal year ending December 31, 2026. Deloitte has served as our independent

registered public accounting firm since 2021. Although ratification of the appointment of Deloitte by our

stockholders is not required by our Bylaws or otherwise, our Board is submitting the appointment of Deloitte

to our stockholders for ratification at the Annual Meeting as a matter of good corporate governance.

If the appointment of Deloitte is not ratified by our stockholders, our Audit Committee will consider the

outcome of the vote in determining whether to retain Deloitte. Even if the appointment is ratified, our Audit

Committee, in its sole discretion, may appoint a different independent registered public accounting firm at

any time if it determines that such a change is in the best interests of Klaviyo and its stockholders.

A representative of Deloitte is expected to be present at the Annual Meeting, have an opportunity to make a

statement if he or she so chooses, and be available to respond to appropriate questions from stockholders.

Pre-Approval Policies and Procedures

We have adopted a policy under which our Audit Committee must pre-approve all audit and permissible

non-audit services to be provided by our independent registered public accounting firm. Our Audit

Committee may pre-approve specific projects, services, or transactions, as well as certain categories of

services for the Company. As part of its review, our Audit Committee also considers whether the categories

of pre-approved services are consistent with the SEC’s rules on auditor independence. All services provided

by our independent registered public accounting firm since the adoption of this policy have been pre-

approved by our Audit Committee.

Fees Paid to the Independent Registered Public Accounting Firm

The following table sets forth the fees billed by Deloitte and its affiliates for professional services rendered

for the fiscal years ended December 31, 2025 and 2024.


	Fiscal Year Ended December 31,
	2025	2024
	(in thousands)
Audit Fees(1)	$3,159	$2,669
Audit-Related Fees(2)	$—	$—
Tax Fees(3)	$386	$626
All Other Fees(4)	$6	$6
Total Fees	$3,551	$3,301

_______________

(1)“Audit Fees” consist of fees for professional services provided in connection with the audit of our annual financial statements,

review of our quarterly financial statements, and statutory and regulatory filings or engagements.

(2)“Audit-Related Fees” consist of fees for assurance and related services that are reasonably related to the performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” Deloitte did not provide any such services during the

fiscal years ended December 31, 2025 and December 31, 2024.

(3)“Tax Fees” consist of fees for professional services provided for tax compliance, tax advice, and tax planning.

(4)“All Other Fees” consist of fees for professional services provided other than the services classified under the above categories.

Vote Required

The affirmative “FOR” vote of a majority of the votes properly cast at the Annual Meeting is required to ratify

the appointment of Deloitte. Abstentions and broker non-votes, if any, will have no effect on the outcome of

this proposal.

OUR BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE &

TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR

ENDING DECEMBER 31, 2026.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended

December 31, 2025 with management. The Audit Committee has reviewed and discussed with Deloitte &

Touche LLP, Klaviyo’s independent registered public accounting firm, the matters required to be discussed

by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company

Accounting Oversight Board (the “PCAOB”). The Audit Committee has received the written disclosures and

the letter from Deloitte & Touche LLP required by the applicable requirements of the PCAOB regarding the

independent accountants’ communications with the Audit Committee concerning independence and has

discussed with Deloitte & Touche LLP its independence. Based on the foregoing, the Audit Committee has

recommended to the Board that the audited financial statements be included in Klaviyo’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2025 and be filed with the SEC.

Submitted by the Audit Committee:

Jennifer Ceran (Chair)

Roxanne Oulman

Tony Weisman

The information contained in this report shall not be deemed to be “soliciting material,” “filed” with the SEC,

subject to Regulations 14A or 14C of the Exchange Act, or subject to the liabilities of Section 18 of the

Exchange Act. No portion of this report shall be deemed to be incorporated by reference into any filing of

Klaviyo under the Securities Act or the Exchange Act through any general statement incorporating by

reference in its entirety this Proxy Statement in which this report appears, except to the extent that Klaviyo

specifically incorporates this report or a portion of it by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our Series A

common stock and Series B common stock as of April 15, 2026 (the “Beneficial Ownership Date”) for:

•each of our named executive officers;

•each of our directors;

•all of our current executive officers and directors as a group; and

•each person, or group of affiliated persons, known to us to beneficially own more than five percent of

any class of our voting securities.

Under SEC rules, beneficial ownership reflects sole or shared voting or investment power over our securities.

Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole

voting and sole investment power with respect to all shares beneficially owned as of the Beneficial

Ownership Date, subject to community property laws where applicable. We have deemed shares of our

common stock subject to options and warrants that are currently exercisable or exercisable within 60 days

of the Beneficial Ownership Date, and RSUs that are scheduled to vest based on time and service conditions

within 60 days of the Beneficial Ownership Date to be beneficially owned by the holder of such option,

warrant, or RSUs, for purposes of computing that person’s percentage ownership but have not treated them

as outstanding for purposes of computing the percentage ownership of any other person.

We have based our calculation of the percentage of beneficial ownership on 143,228,713 shares of our Series

A common stock and 158,042,707 shares of our Series B common stock outstanding on the Beneficial

Ownership Date. Percentage ownership of voting power represents voting power with respect to all shares

of our Series A common stock and Series B common stock, voting together as a single class. Each holder of

our Series A common stock is entitled to one vote per share and each holder of our Series B common stock is

entitled to ten votes per share on all matters submitted to a vote of the stockholders. The holders of our

voting stock, consisting of Series A common stock and Series B common stock, generally vote together as a

single class on all matters submitted to a vote of our stockholders, unless otherwise required by Delaware

law or our amended and restated certificate of incorporation. Each outstanding share of Series B common

stock is convertible at any time at the option of the holder into one share of Series A common stock.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Klaviyo, Inc.,

125 Summer Street, 6th Floor, Boston, Massachusetts 02110.


	Shares Beneficially Owned				Percent of Total Voting Power
	Series A Common Stock		Series B Common Stock
Name of Beneficial Owner	Number of Shares (#)	Percentage	Number of Shares (#)	Percentage
5% Stockholders:
Shopify Strategic Holdings 3 LLC(1)	—	*	32,716,282	18.8%	17.4%
Entities affiliated with Summit Partners(2)	—	*	18,852,778	11.9%	10.9%
Entities affiliated with Accomplice(3)	53,664	*	11,087,390	7.0%	6.4%
Capital International Investors(4)	12,788,846	8.9%	—	*	*
The Vanguard Group(5)	10,728,178	7.5%	—	*	*
FMR LLC(6)	8,240,030	5.8%	—	*	*
Named Executive Officers and Directors:
Andrew Bialecki(7)	—	*	75,938,758	48.0%	44.1%
Chano Fernández(8)	242,844		32,666	*
Amanda Whalen(9)	125,958	*	301,405	*	*
Landon Edmond(10)	125,359	*	—	*	*
Carmel Galvin(11)	193,650	*	—	*	*
Ed Hallen(12)	658,870	*	31,999,106	20.2%	18.6%
Michael Medici	—	*	—	*	*


Ping Li(13)	78,852	*	2,619,435	1.7%	1.5%
Jennifer Ceran(14)	30,691	*	120,333	*	*
Tony Weisman(15)	110,185	*	—	*	*
Roxanne Oulman(16)	14,352	*	70,000	*	*
Susan St. Ledger(17)	10,939	*	59,500	*	*
All directors and executive officers as a group (12 persons)(18)	1,591,700	1.1%	111,141,203	70.3%	64.5%

_______________

*Represents less than one percent (1%).

(1)Based on information set forth in a Form 4 filed on January 30, 2026 and a Schedule 13D/A filed on November 14, 2025. Consists of (i)

16,628,727 shares of Series B common stock held by Shopify Strategic Holdings 3 LLC (“Shopify Strategic”), (ii) 344,381 shares of

Series B common stock issuable upon the exercise of warrants outstanding as of the Beneficial Ownership Date to purchase 2,066,293

shares of Series B common stock with an exercise price of $0.01 per share, of which 344,381 will be vested and exercisable within 60

days of the Beneficial Ownership Date, and (iii) 15,743,174 shares of Series B common stock which may be purchased by Shopify

Strategic at a price per share of $88.9274 at any time until July 28, 2030 pursuant to the Investment Option under the Shopify

Common Stock Purchase Agreement (as defined herein). The address for Shopify Strategic is 251 Little Falls Drive, Wilmington,

Delaware, 19808.

(2)Based on information set forth in a Schedule 13G/A filed on November 13, 2025. Consists of (i) 11,142,414 shares of Series B common

stock held by Summit Partners Growth Equity Fund IX-A, L.P., (ii) 6,957,168 shares of Series B common stock held by Summit Partners

Growth Equity Fund IX-B, L.P., (iii) 687,035 shares of Series B common stock held by Summit Partners Co-Invest (Kiwi), L.P., (iv)

58,561 shares of Series B common stock held by Summit Investors GE IX/VC IV, LLC, and (v) 7,600 shares of Series B common stock

held by Summit Investors GE IX/VC IV (UK), L.P. Summit Partners, L.P. is the manager of Summit Partners GE IX, LLC, which is the

general partner of Summit Partners GE IX, L.P., which is the general partner of Summit Partners Growth Equity Fund IX-A, L.P. and

Summit Partners Growth Equity Fund IX-B, L.P. Summit Partners, L.P. is the managing member of Summit Partners Co-Invest Kiwi

GP, LLC, which is the general partner of Summit Partners Co-Invest (Kiwi), L.P. Summit Master Company, LLC is the general partner

of Summit Partners, L.P., which is the manager of Summit Investors Management, LLC, which is the manager of Summit Investors GE

IX/VC IV, LLC and the general partner of Summit Investors GE IX/VC IV (UK), L.P. Summit Master Company, LLC, as the managing

member of Summit Investors Management, LLC, has delegated investment decisions, including voting and dispositive power, to

Summit Partners, L.P. and its investment committee responsible for voting and investment decisions with respect to the reported

shares. The investment committee, which is currently composed of Peter Y. Chung, Scott C. Collins, and Peter L. Rottier, may be

deemed to have voting and dispositive authority over the reported shares held by the foregoing entities and, therefore, may

beneficially own such shares. The address of each of the entities and persons mentioned in this footnote is 222 Berkeley Street, 18th

Floor, Boston, MA 02116.

(3)Based on information set forth in a Schedule 13G/A filed by Accomplice Fund I, L.P. on May 7, 2025 and a Form 4 filed by Jeff Fagnan

on April 10, 2025. Consists of (i) 26,720 shares of Series A common stock and 11,087,390 shares of Series B common stock held by

Accomplice Fund I, L.P., (ii) 3,900 shares of Series A common stock held by Leno2, LLC, (iii) 23,000 shares of Series A common stock

held by Tailwater Investments, LLC, and (iv) 44 shares of Series A common stock held by an immediate family member of Jeff Fagnan.

Accomplice Associates I, LLC is the general partner of Accomplice Fund I, L.P. Jeff Fagnan is the Class A Member of Accomplice

Associates I, LLC and may be deemed to have beneficial ownership of the shares held directly by Accomplice Associates I, LLC. Leno2,

LLC is an entity controlled by Jeff Fagnan and Jeff Fagnan may be deemed to have beneficial ownership of the shares. Tailwater

Investments, LLC is an entity wholly owned by Jeff Fagnan and Jeff Fagnan may be deemed to have beneficial ownership of the

shares. The address for each of the entities previously listed is 56 Wareham Street, Floor 3, Boston, MA 02118.

(4)Based on information set forth in a Schedule 13G filed on February 13, 2026. Consists of 12,788,846 shares of Series A common stock

held by Capital International Investors. The address for Capital International Investors is 333 South Hope Street, 55th Fl, Los Angeles,

CA 90071.

(5)Based on information set forth in a Schedule 13G filed on July 7, 2025. Consists of 10,728,178 shares of Series A common stock held by

The Vanguard Group, Inc. (“Vanguard”). In a subsequent Schedule 13G amendment filed in March 2026, Vanguard reported that, as a

result of an internal realignment, it no longer has, or is deemed to have, beneficial ownership of shares held by certain affiliated

entities. Vanguard has indicated that such ownership will be reported separately by affiliated investment management entities on a

disaggregated basis. As of the Beneficial Ownership Date, no such affiliated entities have filed beneficial ownership reports with

respect to the Company’s securities.

(6)Based on information set forth in a Schedule 13G filed on November 5, 2025. Consists of 8,240,030 shares of Series A common stock

held by FMR LLC. The address for FMR LLC is 245 Summer Street, Boston, MA 02210.

(7)Consists of (i) 67,344,118 shares of Series B common stock held by Andrew Bialecki, (ii) 43,218 shares of Series B common stock held

by Mr. Bialecki’s spouse, (iii) 7,517,410 shares of Series B common stock held by the Andrew P. Bialecki Grantor Retained Annuity Trust

I of 2023, of which Mr. Bialecki serves as the trustee, (iv) 517,006 shares of Series B common stock held by the Andrew P. Bialecki

Irrevocable GST Trust of 2023, of which Mr. Bialecki’s spouse serves as the trustee, and (v) 517,006 shares of Series B common stock

held by the Elizabeth L. Bialecki Irrevocable GST Trust of 2023, of which Mr. Bialecki serves as the trustee.

(8)Consists of (i) 145,874 shares of Series A common stock, (ii) 96,970 shares of Series A common stock subject to outstanding RSUs for

which the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, and (iii)

32,666 shares of Series B common stock, in each case held by Chano Fernández.

(9)Consists of (i) 52,394 shares of Series A common stock, (ii) 73,564 shares of Series A common stock subject to outstanding RSUs for

which the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, (iii)

267,030 shares of Series B common stock, and (iv) 34,375 shares of Series B common stock subject to outstanding RSUs for which the

time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, in each case held

by Amanda Whalen.

(10)Consists of (i) 83,955 shares of Series A common stock and (ii) 41,404 shares of Series A common stock subject to outstanding RSUs

for which the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, in

each case held by Landon Edmond.

(11)Consists of (i) 130,487 shares of Series A common stock and (ii) 63,163 shares of Series A common stock subject to outstanding RSUs

for which the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, in

each case held by Carmel Galvin.

(12)Consists of (i) 31,999,106 shares of Series B common stock held by Ed Hallen, (ii) 133,624 shares of Series A common stock held by

Hodgkins Trust for the benefit of Mr. Hallen and Mr. Hallen’s family, of which the trustee is an independent institution, and (iii) 525,246

shares of Series A common stock held by Hodgkins LLC, of which Mr. Hallen serves as manager. Mr. Hallen disclaims The Reporting

Person disclaims Section 16 beneficial ownership of shares held by Hodgkins Trust and Hodgkins LLC except to the extent of his

pecuniary interest therein.

(13)Based in part on information set forth in a Schedule 13G/A filed on May 13, 2025. Consists of (i) 63,087 shares of Series A common

stock held by Ping Li and Kim Li, Trustee of the Li Family Trust, dated July 24, 2009, (ii) 15,765 shares of Series A common stock held

by Li Family GST Exempt Trust, (iii) 1,055,195 shares of Series B common stock held by Accel Growth Fund V L.P., (iv) 44,808 shares

of Series B common stock held by Accel Growth Fund V Strategic Partners L.P., (v) 54,855 shares of Series B common stock held by

Accel Growth Fund V Investors (2019) L.L.C., (vi) 1,337,306 shares of Series B common stock held by Accel Leaders Fund II L.P., (vii)

56,972 shares of Series B common stock held by Accel Leaders Fund II Strategic Partners L.P., and (viii) 70,299 shares of Series B

common stock held by Accel Leaders Fund II Investors (2019) L.L.C. Accel Growth Fund V Associates L.L.C. (“AGF5A”) is the general

partner of both Accel Growth Fund V L.P. and Accel Growth Fund V Strategic Partners L.P., and has the sole voting and investment

power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Ryan J. Sweeney, and Richard P. Wong are the managing members of AGF5A

and share such powers. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Ryan J. Sweeney, and Richard P. Wong are the managing

members of Accel Growth Fund V Investors (2019) L.L.C., and share the voting and investment powers. Accel Leaders Fund II

Associates L.L.C. (“ALF2A”) is the general partner of both Accel Leaders Fund II L.P. and Accel Leaders Fund II Strategic Partners L.P.,

and has the sole voting and investment power. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Ryan J. Sweeney, and Richard P. Wong

are the managing members of ALF2A and share such powers. Andrew G. Braccia, Sameer K. Gandhi, Ping Li, Ryan J. Sweeney, and

Richard P. Wong are the managing members of Accel Leaders Fund II Investors (2019) L.L.C., and share the voting and investment

powers. Each managing member or director disclaims beneficial ownership except to the extent of their pecuniary interest therein.

The address for each of the reporting entities is 500 University Avenue, Palo Alto, CA 94301.

(14)Consists of (i) 24,871 shares of Series A common stock, (ii) 5,820 shares of Series A common stock subject to outstanding RSUs for

which the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, and (iii)

120,333 shares of Series B common stock, in each case held by Jennifer Ceran.

(15)Consists of (i) 83,532 shares of Series A common stock held by Tony Weisman, (ii) 5,820 shares of Series A common stock held by Mr.

Weisman subject to outstanding RSUs for which the time and service condition has been satisfied or would be satisfied within 60 days

of the Beneficial Ownership Date, and (iii) 20,833 shares of Series A common stock held by Tony G. Weisman TTEE Tony G. Weisman

Declaration of Trust Dated 06-27-2000, of which Mr. Weisman is the trustee.

(16)Consists of (i) 8,532 shares of Series A common stock held by Roxanne Oulman, (ii) 5,820 shares of Series A common stock held by

Ms. Oulman subject to outstanding RSUs for which the time and service condition has been satisfied or would be satisfied within 60

days of the Beneficial Ownership Date, (iii) 46,666 shares of Series B common stock held by Roxanne Oulman 2025 GRAT, of which

Ms. Oulman is the trustee, and (iv) 23,334 shares of Series B common stock held by Ms. Oulman subject to outstanding RSUs for which

the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date.

(17)Consists of (i) 5,119 shares of Series A common stock, (i) 5,820 shares of Series A common stock subject to outstanding RSUs for

which the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, (iii)

36,166 shares of Series B common stock, and (iv) 23,334 shares of Series B common stock subject to outstanding RSUs for which the

time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, in each case held

by Susan St. Ledger.

(18)Consists of (i) 1,293,319 shares of Series A common stock, (ii) 298,381 shares of Series A common stock subject to outstanding RSUs

for which the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, (iii)

111,060,160 shares of Series B common stock, and (iv) 81,043 shares of Series B common stock subject to outstanding RSUs for which

the time and service condition has been satisfied or would be satisfied within 60 days of the Beneficial Ownership Date, in each case

held by our current directors and executive officers.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

In addition to the compensation arrangements, including employment, termination of employment, and

change in control arrangements, in the sections titled “Director Compensation” and “Executive

Compensation,” the following is a description of each transaction since January 1, 2025, as well as certain

prior and currently proposed transactions, in which:

•we have been or are to be a participant;

•the amount involved exceeded or exceeds $120,000; and

•any of our directors, executive officers, or holders of more than 5% of our capital stock, or any

member of the immediate family of, or person sharing the household with, the foregoing persons,

had or will have a direct or indirect material interest.

Agreements with Shopify

From June to July 2022, we negotiated and entered into a series of agreements with Shopify Inc. and certain

of its affiliates (collectively, “Shopify”), a beneficial owner of more than 5% of our capital stock.

Shopify Investment Option

Pursuant to the terms of a stock purchase agreement with Shopify, dated June 24, 2022 (the “Shopify

Common Stock Purchase Agreement”), we granted Shopify the right to purchase up to 15,743,174 additional

shares of our common stock at a price of $88.9274 per share, or an aggregate purchase price of

approximately $1.4 billion (the “Investment Option”). The Investment Option is exercisable by Shopify at any

time until July 28, 2030. Shopify has not exercised any portion of the Investment Option.

Revenue Sharing Agreement

On July 28, 2022, we entered into a revenue sharing agreement with Shopify (the “Shopify Revenue Sharing

Agreement”), pursuant to which Shopify agreed to maintain our designation as a “Plus Partner” on their

platform and, with respect to revenue generated by certain Shopify merchants through the use of our

platform, we agreed to pay Shopify (i) a monthly integration fee for each Shopify merchant designated as a

“Shopify Plus Merchant” that uses our platform and meets certain criteria (which integration fee is subject to

an annual increase at Shopify’s election, up to a maximum increase of not more than a percentage

calculated through a formula provided in the Shopify Revenue Sharing Agreement) and (ii) for all revenue

generated through our platform by Shopify merchants designated as “Shopify Core Merchants” in respect of

leads attributed to Shopify, an amount equal to the lesser of a fixed percentage of such revenues or the

amounts owed under Shopify’s standard partnership agreements. The term of the Shopify Revenue Sharing

Agreement is concurrent with the term of the Collaboration Agreement (as defined and further described

below) and will terminate upon the termination of the Collaboration Agreement. During the fiscal year

ended December 31, 2025, we incurred $33.2 million related to fees paid under the Shopify Revenue Sharing

Agreement, $27.2 million of which was incurred and paid during the fiscal year ended December 31, 2025

and $6.0 million of which was incurred during the fiscal year ended December 31, 2025 and paid in January

and February of the fiscal year ending December 31, 2026.

Collaboration Agreement

On July 28, 2022, we entered into a collaboration agreement with Shopify (the “Collaboration Agreement”).

The Collaboration Agreement governs our strategic collaboration with Shopify for the purposes of creating

greater interoperability between our platforms, including promoting us as the recommended email solution

provider for all Shopify merchants designated “Shopify Plus Merchants.” In addition, Shopify agreed, for a

certain period, to give equal opportunity and equal status to SMS marketing providers. The term of the

Collaboration Agreement is for an initial period of 7 years, which automatically renews for successive one-

year periods unless either party provides notice of termination at least 180 days prior to the expiration of the

initial 7-year period, or at least 90 days prior to the expiration of a one-year renewal period. The

Collaboration Agreement cannot be terminated for convenience, although in the event that we are acquired

by a competitor of Shopify specified in the Collaboration Agreement, Shopify may terminate the

Collaboration Agreement upon the closing of such transaction or at any time during a period of 60 days

thereafter.

Warrants

On July 28, 2022, we issued to Shopify warrants (the “Shopify Warrants”) to purchase up to an aggregate of

15,743,174 shares of our common stock at an exercise price of $0.01 per share, or an aggregate purchase

price of approximately $157,432, expiring upon the earliest of (i) July 28, 2032 and (ii) the occurrence of

certain liquidation transactions. The Shopify Warrants were issued in connection with the Collaboration

Agreement with Shopify, and 25% of the total number of shares subject to each of the Shopify Warrants

vested and became exercisable upon entry into the Collaboration Agreement. The remaining 75% of the

total number of shares subject to each of the Shopify Warrants vest and become exercisable in equal

quarterly installments for a period of five years from the effective date of the Collaboration Agreement,

except that the vesting of 25% of the total number of shares subject to each of the Shopify Warrants was

accelerated, and such shares vested and became exercisable, immediately prior to the completion of our

IPO. Any vesting of the Shopify Warrants shall cease, and the unvested portion shall be immediately

canceled, upon the earlier of (i) a material breach by Shopify of the Collaboration Agreement that remains

uncured for 30 days and (ii) the early termination of the Collaboration Agreement by Shopify.

As of April 15, 2026, Shopify has partially exercised the Shopify Warrants with respect to an aggregate of

13,676,881 shares of our common stock.

Jellyfish Transaction

In May 2025, we entered into an agreement with Orthogonal Networks, Inc. d/b/a Jellyfish, an engineering

management platform provider, pursuant to which Jellyfish provides us with certain engineering

management services. As of December 31, 2025, we had purchased services from Jellyfish in the aggregate

of approximately $212,500.

Ping Li, a member of our Board, is a director of Jellyfish, and Accel, an affiliate of Mr. Li, holds an equity

interest in Jellyfish. Our Audit Committee reviewed and ratified this transaction in accordance with our

Related Person Transaction Policy. In connection with its review, the Audit Committee considered the

nature of Mr. Li’s interest in the transaction and determined that the terms of the arrangement were no less

favorable than those that would have been available from an unaffiliated third party under similar

circumstances.

May 2025 Secondary Offering

In May 2025, we entered into an underwriting agreement (the “May 2025 Underwriting Agreement”) with

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters,

and the selling stockholder, Andrew Bialecki, our Co-Chief Executive Officer, Co-Founder and a member of

our Board. Pursuant to the terms of the May 2025 Underwriting Agreement, Mr. Bialecki sold an aggregate

of 10,969,078 shares of our Series A common stock to the underwriters at a price per share of $32.8950 (the

“May 2025 Offering”), for aggregate proceeds of $360,827,821, before expenses, to Mr. Bialecki. The

Company did not receive any proceeds from the sale of the shares by Mr. Bialecki. In connection with the

May 2025 Offering, Mr. Bialecki exercised stock options to purchase 21,429,184 shares of our Series B

common stock that were set to expire on August 31, 2025 and September 28, 2025 (the “Bialecki Option

Exercises”), and sold 10,969,078 of these shares in the May 2025 Offering, which converted to Series A

common stock upon the sale. All of the net proceeds Mr. Bialecki received were used to satisfy taxes

incurred in connection with the Bialecki Option Exercises.

August 2025 Secondary Offering

In August 2025, we entered into an underwriting agreement (the “August 2025 Underwriting Agreement”)

with Barclays Capital Inc., as underwriter, and the selling stockholders, entities affiliated with Summit

Partners, L.P. (“Summit”), a beneficial owner of more than 5% of our capital stock. Pursuant to the terms of

the August 2025 Underwriting Agreement, Summit sold an aggregate of 6,500,000 shares of our Series A

common stock to the underwriter at a price per share of $30.01 (the “August 2025 Offering”), for aggregate

proceeds of $195.1 million, before expenses, to Summit. The Company did not receive any proceeds from

the sale of the shares by Summit. In accordance with our amended and restated investors’ rights agreement

entered into in May 2021, we paid certain registration expenses in connection with the August 2025

Offering, exclusive of the underwriting discounts and commissions.

Interim Executive Officer Arrangement

In August 2025, we appointed Chano Fernández, a member of our Board, to serve as our Interim Executive

Officer, effective September 1, 2025. In connection with this appointment, Mr. Fernández entered into a

service agreement with Klaviyo Ltd, a subsidiary of the Company, pursuant to which he served in this role for

an initial fixed term through December 31, 2025. During his service as Interim Executive Officer, Mr.

Fernández received a monthly base salary of £61,618. In addition, he received an RSU award for 100,597

shares of our Series A common stock on September 15, 2025, which vested in a single installment on

November 15, 2025.

Our Compensation Committee reviewed and approved these arrangements in accordance with its charter

and applicable policies. In connection with its review, the Compensation Committee determined that the

terms of these arrangements were fair, reasonable, and in the best interests of the Company and its

stockholders.

Wyze Labs Transaction

In December 2025, Wyze Labs, Inc., a provider of smart home devices, became a customer of the Company.

As of December 31, 2025, there was an outstanding accounts receivable balance of $220,400.

Jennifer Ceran, a member of our Board, serves as a director of Wyze Labs. This transaction did not require

approval or ratification by our Audit Committee because it fell within a pre-approved category under our

Related Person Transaction Policy. We determined that (i) Ms. Ceran’s only relationship with Wyze Labs is

as a director, (ii) the transaction amount was below the applicable threshold, and (iii) the terms of the

arrangement were no less favorable than those that would have been available from an unaffiliated third

party under similar circumstances.

Co-Chief Executive Officer Arrangement

In December 2025, we appointed Chano Fernández as our Co-Chief Executive Officer, effective January 1,

2026. In connection with this appointment, we entered into amended employment and compensation

arrangements with Mr. Fernández, including an amended employment agreement and a variable

compensation agreement. Under these arrangements, Mr. Fernández receives an annual base salary of CHF

800,000 and is eligible to earn an annual target bonus of CHF 400,000. In addition, Mr. Fernández was

granted an RSU award for 1,093,801 shares of our Series A common stock, which vest in twelve quarterly

installments, with the first such installment vesting on February 15, 2026, and a PSU award for 1,193,238

shares of our Series A common stock, which vest in up to four tranches over a multi-year performance

period based on the achievement of specified stock price targets. The arrangements also provide for

customary severance and change in control provisions, including partial or full vesting acceleration of

outstanding equity awards under specified circumstances.

These arrangements were reviewed and approved by our Compensation Committee in accordance with its

charter and applicable policies. In connection with its review, the Compensation Committee determined

that the terms of these arrangements were fair, reasonable, and in the best interests of the Company and its

stockholders.

Other Transactions

We have entered into offer letters and employment agreements with certain of our executive officers. For

additional information, see the section titled “Agreements with Our Named Executive Officers.”

We have also granted RSU awards to certain of our directors and executive officers and entered into

severance and change in control arrangements with certain of our executive officers. For additional

information, see the sections titled “Director Compensation” and “Executive Compensation.”

Other than as described under this section titled “Certain Relationships and Related Person Transactions,”

since January 1, 2025, we have not entered into any transactions, nor are there any currently proposed

transactions, between us and a related party where the amount involved exceeds, or would exceed,

$120,000, and in which any related person had or will have a direct or indirect material interest. We believe

the terms of the transactions described above were comparable to those that could have been obtained in

arm’s-length dealings with unrelated third parties.

Limitation of Liability and Indemnification of Directors and Officers

Our amended and restated certificate of incorporation contains provisions that limit the liability of our

directors and officers for monetary damages to the fullest extent permitted by Delaware law. Consequently,

our directors and officers will not be personally liable to us or our stockholders for monetary damages for any

breach of fiduciary duties as directors and officers, except liability for the following:

•any breach of their duty of loyalty to our Company or our stockholders;

•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of

law;

•for our directors, unlawful payments of dividends or unlawful stock repurchases, or redemptions as

provided in Section 174 of the Delaware General Corporation Law (the “DGCL”);

•any transaction from which they derived an improper personal benefit; or

•for our officers, any derivative action by or in the right of the corporation.

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions

in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the

DGCL is amended to provide for further limitations on the personal liability of directors and officers of

corporations, then the personal liability of our directors and officers will be further limited to the greatest

extent permitted by the DGCL.

In addition, our Bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who

is or was a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact

that he or she is or was one of our directors or officers or is or was serving at our request as a director or

officer of another corporation, partnership, joint venture, trust, or other enterprise. Our Bylaws further

provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is

threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was

one of our employees or agents or is or was serving at our request as an employee or agent of another

corporation, partnership, joint venture, trust, or other enterprise. Our Bylaws also provide that we must

advance expenses incurred by or on behalf of a director in advance of the final disposition of any action or

proceeding, subject to very limited exceptions and that we may advance expenses incurred by or on behalf

of our officers in advance of the final disposition of any action or proceeding.

Further, we have entered into indemnification agreements with each of our directors and executive officers

that may be broader than the specific indemnification provisions contained in the DGCL. These

indemnification agreements require us, among other things, to indemnify our directors and executive

officers against liabilities that may arise by reason of their status or service. These indemnification

agreements also require us to advance all expenses incurred by the directors and executive officers in

investigating or defending any such action, suit, or proceeding. We believe that these agreements are

necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions that are included in our amended and restated

certificate of incorporation, Bylaws, and indemnification agreements that we have entered into (or may

enter into in the future) with our directors and executive officers may discourage stockholders from bringing

a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also

reduce the likelihood of derivative litigation against our directors and executive officers, even though an

action, if successful, might benefit us and our other stockholders. Further, a stockholder’s investment may

be harmed to the extent that we pay the costs of settlement and damage awards against directors and

executive officers as required by these indemnification provisions. At present, we are not aware of any

pending litigation or proceeding involving any person who is or was one of our directors, officers, employees,

or other agents or is or was serving at our request as a director, officer, employee, or agent of another

corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we

are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of these policies, coverage is

provided to our directors and executive officers against loss arising from claims made by reason of breach of

fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public

securities matters, and to us with respect to payments that may be made by us to these directors and

executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured

and/or indemnified against certain liabilities incurred in their capacity as members of our Board.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,

officers, or persons controlling our Company pursuant to the foregoing provisions, we have been informed

that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities

Act and is therefore unenforceable.

Policies and Procedures for Related Party Transactions

Our Audit Committee charter provides that the Audit Committee is responsible for reviewing and approving

or disapproving “related party transactions,” which are transactions, arrangements, or relationships (or any

series of similar transactions, arrangements, or relationships) between us and related persons in which the

aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person

has or will have a direct or indirect material interest, and our Board has adopted written policies and

procedures for the review of any such transaction, arrangement, or relationship. For purposes of these

policies and procedures, a related person is defined as a director, executive officer, nominee for director, or

greater than 5% beneficial owner of our common stock, and their immediate family members. In

determining whether to approve or ratify any such transaction, our Audit Committee will take into account,

among other factors, (i) whether the transaction is on terms no less favorable than terms generally available

to unaffiliated third parties under the same or similar circumstances, (ii) whether the transaction is otherwise

consistent with the interests of the Company and its stockholders, and (iii) the extent of the related party’s

interest in the transaction. Each transaction described above which was entered into prior to the

effectiveness of these policies was approved by disinterested members of our Board after making a

determination that the transaction was executed on terms no less favorable than those that could have been

obtained from an unrelated third party.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What are proxy materials?

As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of

business described in this Proxy Statement. A Proxy Statement is a document that includes information that

we are required to provide to you under the rules of the SEC and is designed to assist you in voting your

shares at the Annual Meeting. The proxy materials for the Annual Meeting include this Proxy Statement, an

annual report to stockholders, including the 2025 Annual Report, and the proxy card or a voting instruction

form for the Annual Meeting. The accompanying proxy is delivered and solicited on behalf of our Board in

connection with the Annual Meeting, which will be held virtually via live webcast on the internet at

www.virtualshareholdermeeting.com/KVYO2026 on June 9, 2026 at 11:00 a.m., Eastern Time.

Why did I receive a Notice of Internet Availability of Proxy Materials?

Pursuant to SEC rules, we may furnish proxy materials, including this Proxy Statement and the 2025 Annual

Report, to our stockholders by providing access to these documents on the internet instead of mailing

printed copies, and we have elected to do so.

Accordingly, on or about April 29, 2026, we expect to mail the Notice to all stockholders of record entitled to

vote at the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website

referred to in the Notice or to request a printed set of the proxy materials. Instructions on how to access the

proxy materials over the internet or to request a printed set may be found in the Notice. The Proxy

Statement and our 2025 Annual Report can be accessed directly at www.proxyvote.com using the control

number located on your Notice, on your proxy card, or in the instructions that accompanied the proxy

materials.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different

accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, after ten calendar days have passed since our

first mailing of the Notice.

What am I voting on?

There are three matters scheduled for a vote at the Annual Meeting:


Proposal		Board’s Voting Recommendation

(1)	Election of Jennifer Ceran, Chano Fernández, and Susan St. Ledger as Class III directors, each to hold office until our annual meeting of stockholders in 2029 and until their successor is duly elected and qualified, or until their earlier death, resignation, or removal.	“FOR” the election of each of Jennifer Ceran, Chano Fernández, and Susan St. Ledger as a Class III director.

(2)	Non-binding advisory vote on the compensation of our named executive officers.	“FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers.

(3)	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many votes are needed for approval of each proposal?

The voting requirements for each proposal being voted on at the Annual Meeting, as well as the effect of

votes withheld, abstentions, and broker non-votes, if any, are as follows:

•Proposal One: The election of Class III directors requires a plurality of the votes properly cast for the

applicable nominee to be elected. “Plurality” means that the nominees who receive the largest

number of votes properly cast “FOR” are elected as directors. You may vote “For” or “Withhold” on

each of the nominees on this proposal. Proposal One is considered to be a “non-routine” matter

under the rules of the NYSE. Accordingly, if you are a beneficial owner of shares held in an account

with a brokerage firm, bank, or other nominee (or in “street name”) and do not provide voting

instructions to your brokerage firm, bank, or other nominee by its deadline, your brokerage firm,

bank, or other nominee may not vote your shares on this proposal, resulting in a “broker non-vote.”

Shares voting “Withhold” and broker non-votes will have no effect on the outcome of the vote on

this proposal.

•Proposal Two: The approval, on a non-binding advisory basis, of the compensation of our named

executive officers requires the affirmative vote of a majority of the votes properly cast on this

proposal. You may vote “For,” “Against,” or “Abstain” on this proposal. Because this proposal is an

advisory vote, the result will not be binding on our Board, our Compensation Committee, or us.

However, our Board and Compensation Committee will consider the outcome of the vote when

determining the future compensation of our named executive officers. Proposal Two is considered

to be a “non-routine” matter under the rules of the NYSE. Accordingly, if you are a beneficial owner

of shares held in “street name” and do not provide voting instructions to your brokerage firm, bank,

or other nominee by its deadline, your brokerage firm, bank, or other nominee may not vote your

shares on this proposal, resulting in a “broker non-vote.” Abstentions and broker non-votes will have

no effect on the outcome of the vote on this proposal.

•Proposal Three: The ratification of the appointment of Deloitte as our independent registered public

accounting firm for the fiscal year ending December 31, 2026 requires the affirmative vote of a

majority of the votes properly cast on this proposal. You may vote “For,” “Against,” or “Abstain” on

this proposal. Proposal Three is considered to be a “routine” matter under the rules of the NYSE.

Accordingly, if you are a beneficial owner of shares held in “street name” and do not provide voting

instructions to your brokerage firm, bank, or other nominee by its deadline, your shares may be

voted on Proposal Three by your brokerage firm, bank, or other nominee in its discretion.

Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote on this

proposal.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without

giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote through the internet, by telephone, by completing a proxy

card, or online during the Annual Meeting, your shares will not be voted. If you return a signed and dated

proxy card or otherwise vote without marking voting selections, your shares will be voted in accordance with

the recommendations of our Board.

If I am a beneficial owner of shares held in an account with a brokerage firm, bank, or other nominee (or

in “street name”) and I do not provide my brokerage firm, bank, or other nominee with voting

instructions, what happens?

If you are a beneficial owner of shares held in “street name” and do not instruct your brokerage firm, bank, or

other nominee how to vote your shares, your nominee may still be able to vote your shares in its discretion.

Under the rules of the NYSE, nominees that are subject to NYSE rules may use their discretion to vote your

“uninstructed” shares on matters considered to be “routine” under NYSE rules, but not with respect to “non-

routine” matters. A broker non-vote occurs when a nominee has not received voting instructions from the

beneficial owner of the shares and the nominee cannot vote the shares because the matter is considered

“non-routine” under NYSE rules. Proposal One and Proposal Two are considered to be “non-routine” under

NYSE rules, meaning that your nominee may not vote your shares on the proposal in the absence of your

voting instructions, which would result in a “broker non-vote.” Conversely, Proposal Three is considered to

be “routine” under NYSE rules, meaning that if you do not return voting instructions to your nominee by its

deadline, your shares may be voted on Proposal Three by your nominee in its discretion.

What are “broker non-votes”?

When a beneficial owner of shares held in “street name” does not give voting instructions to the brokerage

firm, bank, or other nominee as to how to vote their shares on matters considered to be “non-routine” under

NYSE rules, the nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

Proposal One and Proposal Two are “non-routine” matters under NYSE rules and, therefore, broker non-

votes may occur with respect to these proposals.

What is a quorum?

A quorum is the minimum number of shares or voting power required to be present at the Annual Meeting to

properly hold an annual meeting of stockholders and conduct business under our Bylaws and Delaware law.

A quorum will be present if stockholders holding a majority of the voting power of the outstanding shares of

our stock entitled to vote at the Annual Meeting are present at the Annual Meeting either by virtual

attendance or by proxy. As of the Record Date, there were 143,228,713 shares of Series A common stock and

158,042,707 shares of Series B common stock outstanding and entitled to vote. Each share of Series A

common stock is entitled to one vote on each proposal and each share of Series B common stock is entitled

to ten votes on each proposal.

Your shares will be counted as present only if you submit a valid proxy (or one is submitted on your behalf by

your brokerage firm, bank, or other nominee) or if you vote online during the Annual Meeting. Votes

withheld, abstentions, and broker non-votes will be counted as shares present for purposes of the quorum

requirement. If there is no quorum, the chairperson of the Annual Meeting or holders of a majority of the

voting power of the shares present at the Annual Meeting may adjourn or postpone the Annual Meeting to

another date.

What if another matter is properly brought before the Annual Meeting?

Our Board does not intend to bring any other matters to be voted on at the Annual Meeting, and currently

knows of no other matters that will be presented for consideration at the Annual Meeting. If any other

matters are properly brought before the Annual Meeting, your proxy holder (one of the individuals named on

your proxy card) will vote your shares using his or her best judgment.

How do I attend and ask questions during the Annual Meeting?

We will be hosting the Annual Meeting online via live webcast only. You can attend the Annual Meeting live

online at www.virtualshareholdermeeting.com/KVYO2026 by logging in with your control number. The

meeting will start at 11:00 a.m., Eastern Time, on Tuesday, June 9, 2026. We recommend that you log in a

few minutes before 11:00 a.m., Eastern Time, to ensure you are present when the Annual Meeting starts. The

webcast will open 15 minutes before the start of the Annual Meeting.

In order to enter the Annual Meeting live webcast, you will need your control number, which is located on the

Notice or on your proxy card if you are a stockholder of record. If you are a beneficial owner of shares held in

“street name,” your control number is included with your voting instruction card and voting instructions

received from your brokerage firm, bank, or other nominee. Instructions on how to attend and participate are

available at www.virtualshareholdermeeting.com/KVYO2026.

If you would like to submit a question during the Annual Meeting, you may log in at

www.virtualshareholdermeeting.com/KVYO2026 using your control number, type your question into the

“Ask a Question” field, and click “Submit.” When you log into the Annual Meeting, please review our rules of

conduct, which have been prepared to ensure a productive and efficient meeting that is fair to all

stockholders in attendance. We will answer as many questions as possible in the time allotted for the Annual

Meeting. We will only answer questions that are submitted in accordance with the rules of conduct and are

relevant to an agenda item to be voted on by stockholders at the Annual Meeting, subject to time

constraints. We do not have procedures in place for posting appropriate questions received during the

meeting on our website.

What if I have technical difficulties or trouble accessing the Annual Meeting?

We will have technicians available to assist you with any technical difficulties you may have accessing the

virtual Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in

or meeting time, please call the technical support number that is available online at

www.virtualshareholdermeeting.com/KVYO2026.

Why are you holding a virtual meeting?

We are excited to embrace the latest technology to provide ease of access, real-time communication, and

cost savings for our stockholders and our Company. Hosting a virtual meeting provides easy access for our

stockholders and facilitates participation because stockholders can participate from any location around the

world. We have structured our virtual meeting to provide stockholders the same rights as if the meeting

were held in person, including the ability to vote shares electronically during the meeting and ask questions

in accordance with the rules of conduct for the meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual

Meeting. As of the Record Date, there were 143,228,713 shares of Series A common stock (representing an

aggregate of 143,228,713 votes) and 158,042,707 shares of Series B common stock (representing an

aggregate of 1,580,427,070 votes) outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If, at the close of business on the Record Date, your shares were registered directly in your name with our

transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder

of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan

to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting

through the internet, by telephone, or by completing and returning a printed proxy card.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee

If, at the close of business on the Record Date, your shares were not held in your name, but on your behalf by

a brokerage firm, bank, or other nominee, then you are a beneficial owner of shares held in “street name,”

and the Notice is being forwarded to you by that nominee. Those shares will be reported as being held by the

nominee in the system of record used for identifying stockholders. As a beneficial owner of the shares, you

are invited to attend the Annual Meeting, and you have the right to direct your nominee how to vote the

shares in your account. Please refer to the voting instructions provided by your nominee. Many nominees

enable beneficial owners to give voting instructions by telephone or over the internet as well as in writing.

You are also welcome to attend the Annual Meeting and vote online during the meeting. However, because

you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you

request and obtain a valid proxy (sometimes referred to as a “legal proxy”) from your nominee. Follow the

instructions from your brokerage firm, bank, or other nominee included with the proxy materials, or contact

your nominee to request a proxy form. You may access the meeting and vote by logging in with your control

number at www.virtualshareholdermeeting.com/KVYO2026.

How many votes do I have?

Each holder of shares of our Series A common stock will have one vote per share of Series A common stock

held as of the Record Date, and each holder of shares of our Series B common stock will have ten votes per

share of Series B common stock held as of the Record Date. The holders of the shares of our Series A

common stock and Series B common stock will vote as a single class on all matters described in this Proxy

Statement for which your vote is being solicited.

How can I vote?

Your voting options depend on how you hold your shares.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote (i) online during the Annual Meeting or (ii) in advance of the

Annual Meeting by proxy through the internet, by telephone, or by using a proxy card that you may request

or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we

urge you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the

meeting, you may still attend online and vote during the meeting. In such case, your previously submitted

proxy will be disregarded. For more information, see the question below titled “Can I change my vote or

revoke my proxy after submitting a proxy?”

•To vote through the internet in advance of the Annual Meeting, go to www.proxyvote.com to

complete an electronic proxy card. Votes through the internet must be received by 11:59 p.m., Eastern

Time, on June 8, 2026 to be counted.

•To vote by telephone in advance of the Annual Meeting, call 1-800-690-6903 and follow the recorded

instructions, including providing the control number located on the Notice, on your proxy card, or in

the instructions that accompanied the proxy materials. Votes by telephone must be received by 11:59

p.m., Eastern Time, on June 8, 2026 to be counted.

•To vote using a printed proxy card in advance of the Annual Meeting, complete, sign, and date a

printed proxy card and return it promptly in the envelope provided. If we receive your signed proxy

card by 11:59 p.m., Eastern Time, on June 8, 2026, we will vote your shares as directed.

•To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting

at www.virtualshareholdermeeting.com/KVYO2026, starting at 11:00 a.m., Eastern Time, on Tuesday,

June 9, 2026. You will need to enter the control number located on the Notice, on your proxy card, or in

the instructions that accompanied the proxy materials. The webcast will open 15 minutes before the

start of the Annual Meeting.

Beneficial Owner: Shares Held on Your Behalf by a Brokerage Firm, Bank, or Other Nominee

If you are a beneficial owner of shares held on your behalf by a brokerage firm, bank, or other nominee, you

should have received a notice containing voting instructions from that nominee rather than from us. To vote

online during the Annual Meeting, you must follow the instructions from such nominee.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. The persons named in the proxy have been designated as

proxy holders by our Board. When a proxy is properly dated, executed, and returned, the shares represented

by such proxy will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If

no specific instructions are given, however, the shares will be voted in accordance with the

recommendations of our Board.

If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the

proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is

postponed or adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well,

unless you have properly revoked your proxy, as described in the question below titled “Can I change my

vote or revoke my proxy after submitting a proxy?”

Can I change my vote or revoke my proxy after submitting a proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy at any time before the

final vote at the Annual Meeting in any one of the following ways:

•Submit another properly completed proxy card with a later date;

•Grant a subsequent proxy by telephone or through the internet in accordance with the instructions

under the question above titled “How can I vote?”;

•Send a timely written notice that you are revoking your proxy to our Secretary via email at

[email protected]; or

•Attend the Annual Meeting and vote online during the meeting.

Attending the Annual Meeting will not, by itself, change your vote or revoke your proxy.

If you are a beneficial owner of shares held in “street name” on your behalf by a brokerage firm, bank, or

other nominee, you should follow the instructions provided by that nominee.

How can I find out the results of the voting at the Annual Meeting?

We expect that preliminary voting results will be announced at the Annual Meeting. In addition, final voting

results will be published in a Current Report on Form 8-K that we expect to file with the SEC within four

business days after the Annual Meeting. If final voting results are not available to us in time to file a Current

Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report

on Form 8-K with the SEC to publish the preliminary results within four business days after the Annual

Meeting and, within four business days after the final results are known to us, file an amendment to the

Current Report on Form 8-K with the SEC to publish the final results.

Who is paying for this proxy solicitation?

We are paying for the cost of soliciting proxies. In addition to these proxy materials, our directors and

employees may also solicit proxies in person, by telephone, or by other means of communication. Directors

and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse

brokerage firms, banks, and other nominees for the cost of forwarding proxy materials to beneficial owners.

If you choose to access the proxy materials and/or vote over the internet, you are responsible for any

internet access charges you may incur.

When are stockholder proposals and director nominations due for next year’s annual meeting?

Requirements for stockholder proposals to be considered for inclusion in the proxy materials

To be considered for inclusion in next year’s proxy materials, stockholder proposals submitted pursuant to

Rule 14a-8 under the Exchange Act must be submitted in writing by December 30, 2026, to our Secretary at

Klaviyo, Inc., 125 Summer Street, 6th Floor, Boston, Massachusetts 02110, Attention: Secretary.

Requirements for stockholder proposals to be brought before the annual meeting

Our Bylaws provide that, for stockholder proposals not included in next year’s proxy materials to be

considered at an annual meeting, stockholders must provide timely advance written notice thereof to our

Secretary at Klaviyo, Inc., 125 Summer Street, 6th Floor, Boston, Massachusetts 02110, Attention: Secretary.

In order to be considered timely, notice of a proposal (including a director nomination) for consideration at

the 2027 annual meeting of stockholders must be received by our Secretary in writing not later than the

close of business on March 11, 2027 nor earlier than the close of business on February 9, 2027. However, if

our 2026 annual meeting of stockholders is not held between May 10, 2027 and August 8, 2027, the notice

must be received not later than the close of business on the later of (A) the 90th day prior to the 2027 annual

meeting of stockholders and (B) the 10th day following the day on which public announcement of the date of

the 2027 annual meeting is first made. Any such notice to the Secretary must include the information

required by our Bylaws.

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy

rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees

must satisfy the foregoing requirements under our Bylaws and provide notice that sets forth the information

required by Rule 14a-19 under the Exchange Act. Since our Bylaws impose an earlier deadline for such a

notice than Rule 14a-19(b)(1), any such stockholder proposals must be received by the Company in

compliance with our Bylaws in order to be considered timely delivered.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (such as brokerage firms, banks, or

other nominees) to satisfy delivery requirements for proxy materials by delivering a single Notice of Internet

Availability of Proxy Materials or other proxy materials to multiple stockholders sharing the same address.

This practice, known as “householding,” reduces printing and mailing costs and is more environmentally

friendly.

This year, a number of brokerage firms, banks, or other nominees that hold shares on behalf of our

stockholders will likely household the proxy materials. As a result, a single Notice of Internet Availability of

Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions

have been received.

Stockholders who hold shares through a brokerage firm, bank, or other nominee and wish to receive

separate Notices of Internet Availability of Proxy Materials or other proxy materials, or who wish to receive

householded materials in the future, should contact their brokerage firm, bank, or other nominee.

If you are a stockholder of record and would like to receive separate Notices of Internet Availability of Proxy

Materials or other proxy materials, or if you are currently receiving multiple copies and would prefer to

receive a single copy, you may request this by contacting us at [email protected], writing to Klaviyo,

Inc., 125 Summer Street, 6th Floor, Boston, Massachusetts 02110, Attention: Secretary, or calling (617)

213-1788. We will promptly deliver such materials upon request.

Select Defined Terms

Customers. We define a customer as a distinct paid subscription to our platform. A single organization could

have multiple discrete contracting divisions or subsidiaries or brands each with paid subscriptions to our

platform, which would, in general, constitute multiple distinct customers. In some cases at the customer’s

request, we allow subscriptions under the same parent organization to be consolidated into a single paid

subscription in which case such consolidated paid subscriptions would constitute a single customer. We

measure our total number of customers as a point-in-time calculation measured as of the end of a particular

period. Customers do not include persons or entities that use our platform on a free trial basis.

Customers Generating Over $50,000 of ARR. We calculate our number of customers generating over

$50,000 of ARR (as defined below) as those customers that have an average ARR of greater than $50,000

over the prior twelve months (or the entire duration of the customer’s paying relationship, if it is less than

twelve months) as of the date of determination. We believe the number of customers generating over

$50,000 of ARR is a key performance metric to help investors and others understand and evaluate our

results of operations in the same manner as our management team, as it is an indicator of our ability to grow

the number of customers that are exceeding this ARR threshold, both from our existing customers

expanding their usage of our platform and from our sales to larger customers. We believe this is an

important indicator of our ability to continue to successfully move up market.

Customers Generating Over $1,000,000 of ARR. We calculate our number of customers generating over

$1,000,000 of ARR as those customers that have an average ARR of greater than $1,000,000 over the prior

twelve months (or the entire duration of the customer’s paying relationship, if it is less than twelve months)

as of the date of determination. We believe the number of customers generating over $1,000,000 of ARR is

a key performance metric to help investors and others understand and evaluate our results of operations in

the same manner as our management team, as it is an indicator of our ability to grow the number of

customers that are exceeding this ARR threshold, both from our existing customers expanding their usage

of our platform and from our sales to larger customers. We believe this is an important indicator of our ability

to continue to successfully move up market.

Dollar-Based Net Revenue Retention Rate. We calculate our Dollar-Based Net Revenue Retention Rate

(“NRR”) by first identifying the cohort of customers as of twelve months prior to the date of determination.

We then calculate the Annualized Recurring Revenue (“ARR”) from this customer cohort as of twelve

months prior to the date of determination (the “Prior Period ARR”) and the ARR from this customer cohort

as of the date of determination (the “Current Period ARR”). ARR, for any date of determination, is the

annualized value of existing paid subscriptions, which we calculate by taking the amount of revenue that we

expect to receive in the next monthly period for our existing paid subscriptions, assuming no changes to

such subscriptions in the next month, as of that date of determination, and multiplying that amount by

twelve. Current Period ARR includes any expansion, price increases, and customer subscriptions that are

deactivated and subsequently reactivated during the applicable twelve-month period and reflects

contraction or attrition over the last twelve months from this customer cohort, but excludes any ARR from

new customers in the current period. We then divide the total Current Period ARR by the total Prior Period

ARR to arrive at the point-in-time NRR. We then calculate the weighted average point-in-time NRR as of

the last day of each month in the current trailing twelve-month period to arrive at the NRR, with the

weightings determined by the total ARR at the end of each period. We believe NRR is a key performance

metric to help investors and others understand and evaluate our results of operations in the same manner as

our management team, as it represents the expansion in usage of our platform by our existing customers,

which is an important measure of the health of our business and future growth prospects. We measure

Dollar-Based Net Revenue Retention Rate to measure this growth.

This Proxy Statement includes trademarks, such as “Klaviyo,” which are protected under applicable

intellectual property laws in the United States, the European Union, the United Kingdom, Australia, and

other jurisdictions. The Klaviyo design logo and our other registered or common law trademarks, service

marks, or trade names appearing in this Proxy Statement are the property of Klaviyo, Inc. and are protected

under applicable intellectual property laws. Other trademarks and trade names referred to in this Proxy

Statement are the property of their respective owners. We do not intend our use or display of other

companies’ trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or

any relationship with any of these companies.

This Proxy Statement contains forward-looking statements within the meaning of the federal securities

laws, which are statements that involve substantial risks and uncertainties. Forward-looking statements

generally relate to future events or our future financial or operating performance. All statements other than

statements of historical fact included in this Proxy Statement, including statements regarding our strategy,

outlook, plans, intentions, or goals, including corporate governance and compensation strategies, are

forward-looking statements. In some cases, you can identify forward-looking statements because they

contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,”

“target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the

negative of these words or other similar terms or expressions that concern our expectations, strategy, plans,

or intentions, although not all forward-looking statements contain these identifying words. Actual results

may differ materially from those described in the forward-looking statements and will be affected by a

variety of risks and factors that are beyond our control including, without limitation, risks set forth under the

caption “Risk Factors” in our Annual Report on Form 10-K for the most recently ended fiscal year, any

updates in our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K, and our

other SEC filings. Any forward-looking statement made by us in this Proxy Statement is based only on

management’s current beliefs and our current expectations and projections about future events and trends

and speaks only as of the date on which the statements are made. We undertake no obligation to update any

forward-looking statements made in this Proxy Statement to reflect events or circumstances after the date

of this Proxy Statement or to reflect new information or the occurrence of unanticipated events, except as

required by law.

APPENDIX A

Statement Regarding Use of Non-GAAP Financial Measures

This Proxy Statement includes the following non-GAAP financial measures:

•Non-GAAP operating income excludes certain significant expenses and income that are required

by GAAP to be recorded in our consolidated financial statements, including, but not limited to, (i)

material amortization of prepaid marketing expenses, (ii) stock-based compensation and related

employer payroll taxes, and (iii) significant, one-time restructuring expenses.

•Non-GAAP operating margin is calculated as non-GAAP operating income divided by total

revenue.

•Free cash flow is calculated as cash and cash equivalents provided by or used in operating activities

less purchases of property and equipment and capitalization of software development costs.

•Free cash flow margin is calculated as free cash flow divided by total revenue.

These measures should not be considered a substitute for, or superior to, financial measures calculated in

accordance with GAAP. Our presentation of non‑GAAP financial measures may not be comparable to similar

measures used by other companies. We encourage stockholders to carefully consider our results under

GAAP together with our non-GAAP financial measures and the related reconciliation to more fully

understand our business.

Please see the tables below for reconciliations of GAAP and non‑GAAP financial measures.


Klaviyo, Inc.
Reconciliation of Operating Loss to Non-GAAP Operating Income
(In Thousands)

	Year Ended December 31,
	2025	2024
Operating loss	$(67,758)	$(84,078)
Stock-based compensation	162,031	135,212
Employer payroll tax on employee stock transactions	22,072	8,491
Amortization of prepaid marketing	52,897	52,897
Non-GAAP operating income	$169,242	$112,522
Operating margin	(5.5)%	(9.0)%
Non-GAAP operating margin	13.7%	12.0%


Filed by the Registrant x		Filed by a Party other than the Registrant o

Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under § 240.14a-12


Payment of Filing Fee (Check all boxes that apply)
x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Compensation Element		Fiscal Year 2025 Design
Base Salary		•Our Compensation Committee maintained base salary at the same level as fiscal year 2024.
Annual Cash Incentive		•Our CEO did not participate in our Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”).
Long-Term Equity Incentive		•Our CEO did not receive any RSU awards.


Compensation Element		Fiscal Year 2025 Design
Base Salaries		•Our Compensation Committee maintained base salaries at the same levels as fiscal year 2024.
Annual Cash Incentive		•Achievement under the Bonus Plan was 107%; our Compensation Committee exercised negative discretion to reduce payouts to 87.3% of target.
Long-Term Equity Incentive		•Our Compensation Committee granted RSU awards to our Other NEOs with three-year vesting periods to support retention and long-term alignment.


Reconciliation of Operating Cash Flow to Free Cash Flow
(In Thousands)
	Year Ended December 31,
	2025	2024
Cash provided by operating activities	$218,007	$165,955
Acquisition of property and equipment	(9,485)	(5,921)
Capitalization of software development costs	(18,980)	(11,305)
Employer taxes for executive option exercises	10,833	—
Free cash flow	$200,375	$148,729
Operating cash flow margin	17.7%	17.7%
Free cash flow margin	16.2%	15.9%


TABLE OF CONTENTS
	Page

FISCAL YEAR 2025 IN REVIEW	1

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	3

PROPOSAL ONE: ELECTION OF DIRECTORS	9

INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS	10

DIRECTOR COMPENSATION	19

PROPOSAL TWO: NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	22

EXECUTIVE OFFICERS	23

EXECUTIVE COMPENSATION	24

COMPENSATION DISCUSSION AND ANALYSIS	24

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS	41

EXECUTIVE COMPENSATION TABLES	42

PAY VERSUS PERFORMANCE	48

CEO PAY RATIO	52

PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	53

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	55

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	58

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	63

HOUSEHOLDING OF PROXY MATERIALS	69

OTHER MATTERS	70

SELECT DEFINED TERMS	71

APPENDIX A	73