Klaviyo Files 8-K for Material Agreement

TL;DR

Klaviyo just filed an 8-K for a big new deal on Aug 13th.

AI Summary

Klaviyo, Inc. filed an 8-K on August 15, 2025, reporting a material definitive agreement entered into on August 13, 2025. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Boston, MA.

Why It Matters

This filing indicates a significant new agreement for Klaviyo, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Numbers

• 001-41806 — SEC File Number (Identifies Klaviyo's filing with the SEC.)
• 0001835830-25-000098 — Accession Number (Unique identifier for this specific SEC filing.)

Key Players & Entities

• Klaviyo, Inc. (company) — Registrant
• August 13, 2025 (date) — Date of earliest event reported
• August 15, 2025 (date) — Date of Report
• 125 Summer Street, 6th Floor, Boston, MA 02110 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.001 — ered Series A common stock, par value $0.001 per share KVYO New York Stock Exchange
• $30.01 — the Underwriter at a price per share of $30.01 (the "Offering"). In addition, the Sell

Filing Documents

• kvyo-20250813.htm (8-K) — 37KB
• exhibit11-8xkaugust2025.htm (EX-1.1) — 278KB
• exhibit51-8xkaugust2025.htm (EX-5.1) — 10KB
• exhibit991-8xkaugust2025.htm (EX-99.1) — 12KB
• exhibit992-8xkaugust2025.htm (EX-99.2) — 12KB
• goodwinlogo.jpg (GRAPHIC) — 11KB
• 0001835830-25-000098.txt ( ) — 546KB
• kvyo-20250813.xsd (EX-101.SCH) — 2KB
• kvyo-20250813_lab.xml (EX-101.LAB) — 22KB
• kvyo-20250813_pre.xml (EX-101.PRE) — 13KB
• kvyo-20250813_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On August 13, 2025, Klaviyo, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., as underwriter (the "Underwriter"), and the selling stockholders named therein (the "Selling Stockholders"). Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders sold an aggregate of 6,500,000 shares (the "Shares") of the Company's Series A common stock, par value $0.001 per share ("Series A common stock"), to the Underwriter at a price per share of $30.01 (the "Offering"). In addition, the Selling Stockholders granted the Underwriter an option to purchase, for a period of 30 calendar days from August 13, 2025, up to an additional 975,000 shares of Series A common stock. The Company did not receive any proceeds from the sale of the Shares by the Selling Stockholders. The Offering was registered under the Securities Act of 1933, as amended (the "Securities Act") , pursuant to the Company's automatic shelf registration statement on Form S-3 (File No. 333-285069) filed on February 19, 2025, as supplemented by a preliminary prospectus supplement filed August 13, 2025 and a final prospectus supplement filed August 15, 2025. The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Selling Stockholders and the Underwriter, including for liabilities under the Securities Act and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and are subject to limitations agreed upon by the contracting parties. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of t

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 13, 2025, the Company issued a press release announcing the Offering. A copy of this press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. On August 15, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is furnished as Exhibit 99.2 to this report and is incorporated herein by reference. The information in Exhibits 99.1 and 99.2 is intended to be furnished under Item 7.01 of Form 8-K, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated August 13 , 2025, by and among Klaviyo, Inc., Barclays Capital Inc. , as underwriter , and the Selling Stockholders. 5.1 Opinion of Goodwin Procter LLP. 23.1 Consent of Goodwin Procter LLP (contained in Exhibit 5.1). 99.1 Launch Press Release issued by Klaviyo, Inc., dated August 13 , 2025. 99.2 Pricing Press Release issued by Klaviyo, Inc., dated August 15 , 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the R egistrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 15, 2025 KLAVIYO, INC. By: /s/ Amanda Whalen Name: Amanda Whalen Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR