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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-29 · 94 added, 27 removed, 153 unchanged (44% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Annual Report on Form 10-K.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f)) of the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Management assessed our internal control over financial reporting as of December 31, 2024.

Management based its assessment on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

6 unchanged sentences

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Klaviyo, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Klaviyo, Inc.

and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 19, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

February 19, 2025

Other Information

During the three months ended December 31, 2023, the Company’s directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted written plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act for the sale of the Company’s securities as set forth in the table below.

October 2024 Cybersecurity Incident

(a) On October 25, 2024, the Company determined that an unauthorized third-party gained access to the Company’s source code, as well as other system and application credentials.

Following detection of this unauthorized activity, the Company initiated its response protocols and took steps to contain, assess and remediate the incident, including launching an investigation with the assistance of counsel and leading external cybersecurity experts.

As of the date of this Annual Report on Form 10-K, the Company has concluded its investigation, has found no evidence of continued unauthorized activity on its systems and believes the incident to be contained.

The Company’s operations have continued throughout this matter in all material respects.

As of the date of this Annual Report on Form 10-K, the Company does not believe that the incident will have a material impact on the Company’s business, financial condition, or results of operations.

Securities Trading Plans of Directors or Executive Officers

(b) During the three months ended December 31, 2024, two of the Company’s officers (as defined in Rule 16a-1(f) under the Exchange Act) each adopted a written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act for the sale of the Company’s securities as set forth in the table below.

Adoption Date

Total Shares Subject to Trading Arrangement

Earliest Trade Date Total Shares Subject to Trading Arrangement

Expiration Date

Amanda Whalen

Chief Financial Officer

November 16, 2023 105,000 November 16, 2024

Landon Edmond (1)

Chief Legal Officer and General Counsel

November 17, 2023 258,668 November 17, 2024

Chief Technology Officer

November 21, 2023 780,000 November 22, 2024

December 11, 2023 10,500 May 30, 2025

Jennifer Ceran

December 14, 2023 13,000 December 16, 2024

Steve Rowland

November 22, 2024 March 7, 2025 183,382 (1)

January 31, 2026

Carmel Galvin

Chief People Officer

November 26, 2024 February 25, 2025 86,392 (1)

December 5, 2025

______________

(1) The actual number of shares of common stock sold pursuant to this plan will be less, after shares are withheld to satisfy tax withholding obligations in connection with the net settlement of equity awards.

No other directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the three months ended December 31, 2023.

No other directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408, during the three months ended December 31, 2024.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

2 unchanged sentences

The information required by this Item is incorporated by reference herein to our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of our fiscal year.

Code of Conduct and Ethics

Our board of directors has adopted a code of conduct that applies to all our employees, officers, contractors, and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers.

The full text of our code of conduct is posted on our website at investors.klaviyo.com under “Governance.” We intend to disclose any amendments to our code of conduct, or waivers of its requirements, on our website or in filings under the Exchange Act.

Insider Trading Policies and Procedures

We have adopted an insider trading policy and related Rule 10b5-1 trading plan policy that are reasonably designed to promote compliance with applicable insider trading laws, rules, regulations, and New York Stock Exchange listing standards.

Our insider trading policy prohibits our officers, directors, employees, designated consultants, and their affiliated persons from trading in company securities while in possession of material nonpublic information about the Company.

The policy also prohibits tipping (i.e., disclosing material nonpublic information about the Company to others who may trade of the basis of that information).

Under our insider trading policy, insiders may only trade in Company securities during open trading windows at a time when they do not possess material nonpublic information about the Company.

We have also designated our executive officers, directors, and certain other designated employees as pre-clearance insiders who must receive approval before trading in our securities.

Our insider trading policy also expressly prohibits short sales;

purchases or sales of puts, calls, or other derivative securities or hedging transactions;

using company securities as collateral in a margin account;

or pledging company securities as collateral for a loan.

Any waiver of the provisions of our insider trading policy requires approval of our Compliance Officer and all waivers are reported to our Audit Committee.

We have adopted an additional policy that governs when our directors, executive officers, and others may adopt written securities trading plans, known as Rule 10b5-1 plans.

These plans are intended to take advantage of a safe harbor provided under SEC rules from liability for violating federal antifraud prohibitions that proscribe certain insider trading, including Section 10(b) of the Exchange Act.

A qualifying Rule 10b5-1 plan may only be entered into when the individual is not in possession of material nonpublic information about the Company and must authorize a broker other third-party administering the plan to buy or sell our securities on a periodic basis pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.

A director or executive officer may amend or terminate a Rule 10b5-1 plan in certain circumstances.

Our policy provides that all Rule 10b5-1 plans must comply with SEC rules applicable to the Rule 10b5-1 safe harbor and provides additional requirements and limitations applicable to plans.

Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy.

A copy of our insider trading policy and related Rule 10b5-1 trading plan policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

18 unchanged sentences

Filed Herewith

3.1 Amended and Restated Certificate of Incorporation of K laviyo, Inc.

3.2 A mended and Restated Bylaws of Klaviyo , Inc.

3.1 Amended and Restated Certificate of Incorporation of Klaviyo, Inc.

3.1 February 29, 2024

3.2 Amended and Restated Bylaws of Klaviyo, Inc.

3.2 February 29, 2024

4.1 Specimen Series A Common Stock Certificate of Klaviyo, Inc.

S-1 333-274211 4.1 August 25, 2023

Description of Sec urities.

4.3 Amended and Restated Investors ’ R ights Agreement by and among Klaviyo, Inc.

Description of Securities.

4.2 February 29, 2024

4.3 Amended and Restated Investors’ Rights Agreement by and among Klaviyo, Inc.

and certain of its stockholders, dated May 10, 2021.

27 unchanged sentences

S-1 333-274211 10.8 August 25, 2023

Employment Agreement by and between Klaviyo, Inc.

and Steve Rowland , effective August 27, 2023.

10.1 May 8, 2024

Form of Director Offer Letter.

3 unchanged sentences

S-1 333-274211 10.11 August 25, 2023

Collaboration Agreement by and among Klaviyo, Inc.

, Shopify Inc., Shopify International Limited, Shopify Commerce Singapore PTE.

Collaboration Agreement by and among Klaviyo, Inc., Shopify Inc., Shopify International Limited, Shopify Commerce Singapore PTE.

LTD., and Shopify Strategic Holdings 3 LLC, dated July 28, 2022.

7 unchanged sentences

S-1 333-274211 10.15 August 25, 2023

Second Amendment dated June 30, 2022 to Lease Agreement by and between Klaviyo, Inc.

and OPG 125 Summer Owner (DE) LLC, dated August 9, 2012 .

10.15# Third Amendment dated January 31, 2025 to Lease Agreement by and between Klaviyo, Inc.

and OPG 125 Summer Owner (DE) LLC, dated August 9, 2012 .

I n sider Trading Policy and related Rule 10b5-1 Trading Plan Policy

Subsidiaries of Klaviyo, Inc.

Consent of Deloitte & Touche LLP, independent registered public accounting firm.

P ower of Attorney (included on signature page) .

Power of Attorney (included on signature page) .

Certification of Principal Executive Officer pursuant to SEC Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

5 unchanged sentences

Compensation Recovery Policy .

97.1 February 29, 2024

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

14 unchanged sentences

KLAVIYO, INC.

February 29, 2024

February 19, 2025 By:

/s/ Andrew Bialecki

2 unchanged sentences

(Principal Executive Officer)

February 29, 2024

February 19, 2025 By:

/s/ Amanda Whalen

23 unchanged sentences

/s/ Edward Hallen

Chief Product Officer and Director February 29, 2024

Chief Strategy Officer and Director

February 19, 2025

Edward Hallen

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures