Klaviyo, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ered Series A common stock, par value $0.001 per share KVYO New York Stock Exchange
• $33,000,000 — k units with an initial equity value of $33,000,000 (the "RSUs"). The RSUs will vest in twe
• $36,000,000 — s with an initial equity value equal to $36,000,000 (the "PSUs"). The PSUs will vest in up
• $40 — ce targets for tranches 1 through 4 are $40.00, $55.00, $70.00, and $85.00 per shar
• $55 — ts for tranches 1 through 4 are $40.00, $55.00, $70.00, and $85.00 per share, respe
• $70 — ranches 1 through 4 are $40.00, $55.00, $70.00, and $85.00 per share, respectively,
• $85.00 — rough 4 are $40.00, $55.00, $70.00, and $85.00 per share, respectively, subject to pro

Filing Documents

• kvyo-20251208.htm (8-K) — 42KB
• exhibit31-kvyoxsecondarbyl.htm (EX-3.1) — 155KB
• exhibit101-amendedemployme.htm (EX-10.1) — 115KB
• exhibit102-velocityxvariab.htm (EX-10.2) — 24KB
• exhibit103-kvyoxrsuandpsui.htm (EX-10.3) — 21KB
• exhibit991-pressreleasecfe.htm (EX-99.1) — 15KB
• image_0a.jpg (GRAPHIC) — 9KB
• 0001835830-25-000116.txt ( ) — 580KB
• kvyo-20251208.xsd (EX-101.SCH) — 2KB
• kvyo-20251208_lab.xml (EX-101.LAB) — 23KB
• kvyo-20251208_pre.xml (EX-101.PRE) — 13KB
• kvyo-20251208_htm.xml (XML) — 3KB

03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On December 8, 2025, the Board approved an amendment and restatement of the Company's Amended and Restated Bylaws (the "Second Amended and Restated Bylaws") to allow for up to two Chief Executive Officers under Article III of the Second Amended and Restated Bylaws. The foregoing description of the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure On December 9, 2025, the Company issued a press release announcing Mr. Fernndez's appointment as co-Chief Executive Officer. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1. The information in the press release attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit No. Description 3.1 Second Amended and Restated Bylaws of Klaviyo, Inc. 10.1 Amended Employment Agreement, dated December 8 , 2025, between Velocity Global Switzerland GmbH and Luciano Fernndez Gomez. 10.2 Variable Compensation Agreement, dated December 8 , 2025, between Velocity Global Switzerland GmbH and Luciano Fernndez Gomez. 10.3 RSU and PSU Intention Letter, dated December 8 , 2025, between Klaviyo, Inc. and Luciano Fernndez Gomez. 99.1 Press Release issued by Klaviyo, Inc., dated December 9 , 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 9th day of December, 2025. KLAVIYO, INC. By: /s/ Amanda Whalen Name: Amanda Whalen Title: Chief Financial Officer

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