What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-10 compared with 2025-02-19 · 258 added, 216 removed, 854 unchanged (36% of the section changed)

111 unchanged sentences

Other income (expense):

Other income (expense)

Other (expense) income

( 2,162 ) 816 ( 470 )

17 unchanged sentences

Balance as of January 1, 2023

Issuance of common stock upon exercise of common stock options — — — — 1,551,963 2 1,632 — 1,634

Accretion of redeemable common stock to redemption value — ( 1,034,479 ) — — — — 1,034,479 — 1,034,479

Issuance of common stock, net of issuance costs of $ 307

64,046,223 $ 1,531,853 — $ — 170,855,313 $ 171 $ 1,249,065 $ ( 2,285,419 ) $ ( 1,036,183 )

Issuance of investment option, net of issuance costs of $ 135

— — — — — — 30,438 — 30,438

Issuance of common stock upon exercise of collaboration agreement warrants — — — — 4,526,157 4 41 — 45

Vested warrants related to the collaboration agreement

— — — — — — 106,455 — 106,455

Stock-based compensation expense — — — — — — 6,802 — 6,802

Vesting of restricted common stock — — — — 35,727 — 101 — 101

Vesting of restricted stock units — — — — 33,333 — — — —

Net loss — — — — — — — ( 49,193 ) ( 49,193 )

Balance as of December 31, 2022 64,046,223 $ 1,531,853 — $ — 170,855,313 $ 171 $ 1,249,065 $ ( 2,285,419 ) $ ( 1,036,183 )

Issuance of common stock upon exercise of common stock options — — — — 2,419,308 3 4,141 — 4,144

5 unchanged sentences

Vesting of restricted common stock — — — — 26,795 — 75 — 75

— — — — 26,795 — 75 — 75

Issuance of Common Stock in Connection with Initial Public Offering Net of Underwriters' Discounts, Commissions and Offering Costs of 25,135

3 unchanged sentences

Conversion of Series B common stock to Series A common stock upon shareholder election and vesting of certain equity awards — — 27,548,447 28 ( 27,548,447 ) ( 28 ) — — —

— — 27,548,447 28 ( 27,548,447 ) ( 28 ) — — —

Conversion of Series B common stock to Series A common stock upon exercise of Greenshoe Option — — 1,770,318 2 ( 1,770,318 ) ( 2 ) — — —

— — 1,770,318 2 ( 1,770,318 ) ( 2 ) — — —

Net loss — — — — — — — ( 308,233 ) ( 308,233 )

Balance as of December 31, 2023 — $ — 40,841,834 $ 41 218,524,009 $ 219 $ 1,713,560 $ ( 799,043 ) $ 914,777

Issuance of common stock upon exercise of common stock options — — — — 6,567,334 7 9,705 — 9,712

Issuance of common stock upon vesting of restricted stock units — — 1,663,016 2 4,176,480 4 ( 6 ) — —

Issuance of common stock upon exercise of collaboration agreement warrants — — — — 1,377,528 1 13 — 14

Issuance of common stock under the employee stock purchase plan — — 387,773 — — — 8,125 — 8,125

Vested warrants related to the collaboration agreement — — — — — — 32,399 — 32,399

Stock-based compensation expense — — — — — — 138,767 — 138,767

Tax withholdings on settlement of stock-based awards — — ( 139,996 ) — ( 640,345 ) ( 1 ) ( 23,664 ) — ( 23,665 )

Conversion of Series B common stock to Series A common stock upon shareholder election and vesting of certain equity awards — — 46,203,674 46 ( 46,203,674 ) ( 46 ) — — —

Net loss — — — — — — — ( 46,142 ) ( 46,142 )

Balance as of December 31, 2024 — $ — 88,956,301 $ 89 183,801,332 $ 184 $ 1,878,899 $ ( 845,185 ) $ 1,033,987

Klaviyo, Inc.

25 unchanged sentences

Net loss $ ( 31,768 ) $ ( 46,142 ) $ ( 308,233 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization expense 18,598 17,717 13,651

2 unchanged sentences

Amortization of prepaid marketing expense 52,897 52,897 52,897

Gain on derecognition of asset retirement obligation

Loss on disposal of property and equipment 776 235 6

13 unchanged sentences

Other non-current liabilities ( 1,347 ) 840 5,305

Net cash provided by (used in) operating activities 165,955 119,371 ( 23,552 )

Net cash provided by operating activities

218,007 165,955 119,371

Investing activities

11 unchanged sentences

Proceeds from employee stock purchase plan

11,272 8,130 —

Net cash (used in) provided by financing activities

3 unchanged sentences

Cash, cash equivalents, and restricted cash, end of period $ 1,065,613 $ 882,587 $ 739,657

Klaviyo, Inc.

Consolidated Statements of Cash Flow

(In Thousands)

Supplemental disclosures of cash flow information:

2 unchanged sentences

Non-cash investing and financing activities

Klaviyo, Inc.

Consolidated Statements of Cash Flow

(In Thousands)

Recognition of prepaid marketing asset $ 32,400 $ 32,399 $ 142,326

4 unchanged sentences

Reclassification of redeemable common stock to Series B common stock $ — $ — $ 1,931,538

Non-cash acquisition of property and equipment through tenant incentives

$ 8,193 $ — $ —

Capitalization of stock-based compensation expense related to internal-use software $ 4,416 $ 3,555 $ 1,349

4 unchanged sentences

Klaviyo, Inc.

(the “Company”) is a technology company that provides a software-as-a-service (“SaaS”) platform to enable its customers to send the right messages at the right time across email, short message service (“SMS”) and push notifications, more accurately measure and predict performance, and deploy specific actions and campaigns.

The Company’s reviews add-on allows for the collection of product reviews within its platform and its Customer Data Platform (“CDP”) offering gives user-friendly ways to track, transform, and cleanse data as well as run more advanced reporting and predictive analysis to drive revenue growth.

The platform combines proprietary data and application layers into one solution with machine learning and artificial intelligence capabilities.

The Company focused on marketing automation within eCommerce as its first application use case.

The Company generates revenue through the sale of subscriptions to its customers for the use of its platform.

Subscription plans are tiered based on the number of consumer profiles stored on the Company’s platform and the number of emails and SMS messages sent.

(the “Company” or “Klaviyo”) is a technology company that provides a cloud-based, software-as-a-service (“SaaS”) platform that enables consumer-focused businesses to capture, store, analyze, and use their first-party data to create and deliver personalized consumer experiences across digital channels.

The Company’s platform combines proprietary data, action, and intelligence layers to unify customer data and support real-time activation across multiple use cases, including marketing, customer service, analytics, and data management.

The Company’s offerings include marketing automation capabilities that allow customers to orchestrate campaigns across multiple channels, including email, text messaging, WhatsApp messaging, and mobile push.

The Company also offers customer service solutions, including Customer Agent, Customer Hub and Helpdesk, as well as marketing analytics, and data platform functionality.

The Company generates revenue through the sale of subscriptions that provide customers access to its platform.

Subscription plans are tiered based on the number of consumer profiles stored on the Company’s platform and the number of emails, text messages, and WhatsApp messages sent as well as customer tickets and conversations through Klaviyo Service.

The Company is headquartered in Boston, Massachusetts and was incorporated in the state of Delaware on September 14, 2012.

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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for doubtful accounts, determination of revenue recognition under ASC 606, Revenue from Contracts with Customers (“ASC 606”), estimated benefit period of deferred contract acquisition costs, estimated life of prepaid marketing expense, and historical valuation of common stock and stock-based compensation, including fair value of the investment option and warrants.

The Company evaluates estimates based on historical and anticipated results, trends, and various other assumptions.

1 unchanged sentence

however, actual results could differ from these estimates.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Segment Information

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The Company’s CODM is its Chief Executive Officer.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

has determined that it operates in one operating segment and one reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The key measure of segment profit or loss that the CODM uses to make operating decisions, allocate resources and evaluate financial performance is the Company’s consolidated net income, as reported in the Consolidated Statements of Operations and Comprehensive Loss.

Net income is used to plan and forecast for future periods, design and implement key marketing strategies, expand into new markets, and launch new products.

The Company has determined that it operates in one operating segment and one reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The key measure of segment profit or loss that the CODM uses to make operating decisions, allocate resources and evaluate financial performance is the Company’s consolidated net loss, as reported in the Consolidated Statements of Operations and Comprehensive Loss.

Net loss is used to plan and forecast for future periods, design and implement key marketing strategies, expand into new markets, and launch new offerings.

Significant expense categories regularly provided to the CODM are those disclosed in the Consolidated Statements of Operations and Comprehensive Loss.

There are no other expenses supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

Information related to the geographical distribution of the Company’s revenues and long-lived assets is disclosed in Note 14.

1 unchanged sentence

Revenue Recognition

The Company provides a SaaS solution for personalized email and SMS marketing services through a cloud-based analytics platform.

The core functionalities of the software are segmentation of users’ customer lists to facilitate targeted messaging via email, SMS, and push messaging, and the use of data science and analytics to evaluate historical sales and predict consumer activity.

Revenues are derived primarily from subscription revenues, which are comprised of subscription fees from customers accessing its hosted platform services for targeted messaging.

Contractual subscriptions for customers generally auto-renew on either a monthly, quarterly, or annual basis, and customers may elect not to renew by providing at least five days ’ advance notice for contracts on a monthly billing cycle and thirty days ’ advance notice for contracts with any other billing cycle.

The customer does not have the right to take possession of the Company’s software.

Subscription pricing is determined based on a customer’s profile and messaging count and monthly messaging quantities and is considered fixed, based on a tiered pricing structure.

The Company derives revenue primarily from subscription fees related to access to its cloud-based SaaS platform.

The platform enables customers to store and use first-party consumer data to deliver personalized consumer experiences across multiple digital communication channels and access data-driven marketing, customer service, analytics, and data platform functionality.

Customers do not have the right to take possession of the Company’s software.

Subscription pricing is determined based on a customer’s profile count and messaging quantities and is considered fixed based on a tiered pricing structure.

Variable consideration in the Company’s contracts is not material but represents the overage charges incurred by customers who exceed their allotments.

The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled.

The Company recognizes revenue under the core principle that depicts the transfer of control to the Company’s customers in an amount reflecting the consideration to which the Company expects to be entitled.

In order to achieve that core principle, the Company evaluates its revenue arrangements under the five-step model as follows:

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Typically, the SaaS subscription contracts consist of a single performance obligation, and revenue is recognized over time as the performance obligation is satisfied.

The performance obligation is deemed to be satisfied ratably as the customer simultaneously receives and consumes the services that the Company performs and typically have the same term.

The performance obligation is deemed to be satisfied ratably as the customer simultaneously receives and consumes the services that the Company performs over the contract term.

Due to the term of a majority of the Company’s contracts being less than one year, the Company has determined a significant financing component does not exist.

The Company accounts for individual performance obligations separately if they have been determined to be distinct (i.e., the services are separate if identifiable from other items in the arrangement and the customer can benefit from them on their own or with other resources that are readily available to the customer).

The transaction price is allocated to the distinct performance obligations on a relative stand-alone selling price basis.

Stand-alone selling prices are determined based on the prices at which the Company separately sells subscriptions.

Sales and VAT taxes collected from customers and remitted to government authorities are excluded from revenue.

The Company incurs fees based on transaction volume and dollars processed through its credit card processor which are

The Company accounts for individual performance obligations separately if they have been determined to be distinct (i.e., the services are distinct if identifiable from other items in the arrangement and the customer can benefit from them on their own or with other resources that are readily available).

The transaction price is allocated to the distinct performance

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

classified as general and administrative expense.

obligations on a relative stand-alone selling price basis.

Stand-alone selling prices are determined based on the prices at which the Company separately sells subscriptions.

Sales and value-added taxes collected from customers and remitted to government authorities are excluded from revenue.

The Company incurs fees based on transaction volume and dollar amounts processed through its credit card processor, which are classified as general and administrative expense.

Through the Company’s credit card processor, all receivables related to credit cards are collected within three business days.

3 unchanged sentences

Deferred Revenue

Deferred revenue primarily consists of billings in advance of revenue recognition from subscription services and is recognized as the revenue recognition criteria is met.

Deferred revenue primarily consists of billings in advance of revenue recognition from subscription services and is recognized as the revenue recognition criteria are met.

The Company generally bills its subscription customers in advance of their subscription term.

1 unchanged sentence

Deferred Contract Acquisition Costs

Deferred contract acquisition costs are incremental costs incurred in connection with acquiring a customer contract and consists primarily of sales commissions and the associated payroll taxes.

The Company expects to benefit from those costs for more than one year as the Company primarily pays sales commissions on the initial contract, and there are no commensurate commissions paid on contract renewals.

Deferred contract acquisition costs are incremental costs incurred in connection with acquiring a customer contract and consist primarily of sales commissions and the associated payroll taxes.

The Company expects to benefit from these costs for more than one year as the Company primarily pays sales commissions on the initial contract, and there are no commensurate commissions paid on contract renewals.

Deferred contract acquisition costs are amortized on a basis consistent with the transfer of the services to which the asset relates.

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• Shopify Core Revenue Share:

For all revenue generated through the use of the Company’s email and SMS marketing applications by Shopify merchants designated as “Shopify Core Merchants” in respect of leads attributed to Shopify, the Company is obligated to pay Shopify a percentage of such revenues or the amounts owed to Shopify under the terms of Shopify’s standard partnership agreements applicable to all Shopify partners, which is 15 % of any revenues exceeding a $ 1 million threshold.

For all revenue generated through the use of the Company’s email and text messaging and WhatsApp messaging marketing applications by Shopify merchants designated as “Shopify Core Merchants” in respect of leads attributed to Shopify, the Company is obligated to pay Shopify a percentage of such revenues or the amounts owed to Shopify under the terms of Shopify’s standard partnership agreements applicable to all Shopify partners, which is 15 % of any revenues exceeding a $ 1 million threshold.

• Shopify Plus Integration Fee :

6 unchanged sentences

Shopify is not a reseller or distributor of the Company’s platform, nor does Shopify provide any services on the Company’s behalf.

During the years ended December 31, 2024 and 2023, the Company incurred $ 27.4 million and $ 21.9 million, respectively, related to fees paid under the revenue sharing agreement.

During the year ended December 31, 2022, the Company incurred an aggregate of $ 16.2 million fees paid to Shopify pursuant to revenue sharing arrangements, inclusive of $ 7.7 million paid to Shopify pursuant to the terms of the Shopify revenue sharing agreement and $ 8.5 million paid to Shopify pursuant to the terms of the Company’s prior agreement with Shopify that was in place prior to, and replaced by, the Shopify revenue sharing agreement.

During the years ended December 31, 2025, 2024, and 2023, the Company incurred $ 33.2 million, $ 27.4 million, and $ 21.9 million, respectively, related to fees paid under the revenue sharing agreement.

As of December 31, 2025 and 2024, the Company had $ 3.0 million and $ 2.6 million , respectively, in accrued expenses owed to Shopify for fees payable under the revenue sharing agreement.

As consideration for the collaboration agreement, the Company also issued warrants that allow Shopify to purchase up to 15,743,174 shares of common stock at a price of $ 0.01 per share, of whic h 25 % of the warrants vested on the grant date on July 28, 2022, and the remaining 75 % of the warrants vest quarterly over the remaining 5 year period.

As of December 31, 2025 and 2024, the Company had $ 3.0 million and $ 2.5 million, respectively, in accounts payable owed to Shopify for fees payable under the revenue sharing agreement.

As consideration for the collabor ation agreement, the Company also issued warrants that allow Shopify to purchase up to 15,743,174 shares of common stock at a price of $ 0.01 per share, of whic h 25 % of the warrants vested on the grant date on July 28, 2022, and the remaining 75 % of the warrants vest quarterly over the remaining 5 year period.

The aggregate grant date fair value of the warrants was $ 370.3 million and is being capitalized to prepaid marketing expense as the warrants vest.

The prepaid marketing ex pense asset is amortized into selling and marketing expense on a straight-line basis over the expected benefit period, which is the 7 year term of the collaboration agreement .

Pursuant to the common stock warrant agreement, upon the Company’s initial public offering (“IPO”) in September 2023, 25 % of the total number of warrants were accelerated, and the remaining unvested portion vests quarterly over the remaining term.

Pursuant to the common stock warrant agreement, upon the Company’s initial public offering (“IPO”) in September 2023, an additional 25 % of the total number of warrants were accelerated, and the remaining unvested portion vests quarterly over the remaining term.

Specifically, the vesting associated with 3,935,793 of the outstanding warrants was accelerated, resulting in an increase to prepaid marketing expense of $ 92.6 million.

During the years ended December 31, 2024 and 2023, the Company capitalized prepaid marketing expense of $ 32.4 million and $ 142.3 million related to the vested warrants, respectively.

During the years ended December 31, 2025 and 2024, the Company capitalized prepaid marketing expense of $ 32.4 million and $ 32.4 million, respectively, related to vested warrants.

For the years ended December 31, 2025, 2024 and 2023, the Company recorded marketing expense of $ 52.9 million, $ 52.9 million and $ 52.9 million, respectively, in the Consolidated Statements of Operations and Comprehensive Loss as a component of selling and marketing expense related to the amortization of the prepaid marketing expense.

As of December 31, 2024 and 2023, the Company’s prepaid marketing expense were $ 153.3 million and

As of December 31, 2025 and 2024, the Company’s prepaid marketing expense was $ 132.8 million and $ 153.3 million , respectively.

As of December 31, 2025, there was $ 189.5 million of unrecognized marketing expense

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

$ 173.8 million, respectively.

As of December 31, 2024, there was $ 242.4 million of unrecognized marketing expense related to the warrants that will be recognized over 4.6 years.

related to the warrants that will be recognized over 3.6 years.

Refer to Note 11.

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Advertising costs are expensed as incurred.

During the years ended December 31, 2024, 2023 and 2022, the Company incurred advertising expenses, which are included within selling and marketing expenses on the Consolidated Statements of Operations and Comprehensive Loss, in the amount of $ 45.9 million, $ 41.6 million, and $ 40.3 million, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Company incurred advertising expenses, which are included within selling and marketing expenses in the Consolidated Statements of Operations and Comprehensive Loss, in the amount of $ 51.8 million, $ 45.9 million, and $ 41.6 million, respectively.

Stock-Based Compensation

3 unchanged sentences

Stock-based compensation expense is recorded for awards issued to employees and non-employees at fair value with a corresponding increase in additional paid-in capital.

For awards with service conditions only, the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award.

For awards with service-based vesting conditions only, the Company recognizes compensation expense on a straight-line basis over the requisite service period of the award.

Forfeitures are recognized when they occur.

RSUs granted under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) are subject to both service-based and performance-based vesting conditions, whereby the performance condition is satisfied upon occurrence of a liquidity event.

Upon the effectiveness of the Company’s registration statement on Form S-1 filed with the SEC in connection with its IPO in September 2023, the performance vesting condition was satisfied and cumulative compensation cost was recognized using the accelerated attribution method.

Upon the effectiveness of the Company’s registration statement on Form S-1 filed with the SEC in connection with its IPO in September 2023, the performance condition was satisfied and cumulative compensation cost was recognized using the accelerated attribution method.

Compensation costs continue to be recognized under this method as the RSUs vest over the remaining service period.

12 unchanged sentences

The initial carrying amount of redeemable common stock is equal to the respective issuance date fair value of the common stock subject to redemption, less issuance costs.

The carrying amount is adjusted to equal the redemption value, which is equal to the fair value of a single share of common stock at the end of each reporting period.

The carrying amount is subject to a floor equal to the initial carrying amount.

The resulting changes in the redemption value are recorded with corresponding adjustments against retained earnings, if available, additional paid-in capital or accumulated deficit.

Redeemable common stock is classified outside of permanent equity on the Consolidated Balance Sheets as the redemption option was outside of the Company’s control.

The carrying amount was adjusted to equal the redemption value, which was equal to the fair value of a single share of common stock at the end of each reporting period.

The carrying amount was subject to a floor equal to the initial carrying amount.

The resulting changes in the redemption value were recorded with corresponding adjustments against retained earnings, if available, additional paid-in capital or accumulated deficit.

Redeemable common stock was originally classified outside of permanent equity on the Consolidated Balance Sheets as the redemption option was outside of the Company’s control.

As the redemption feature applicable to certain shares of the Company’s common stock was terminated upon the Company’s IPO, all shares of the Company’s redeemable common stock converted into 64,046,223 shares of Series B common stock upon the effectiveness of the Company’s registration statement on Form S-1 filed with the SEC on September 19, 2023.

1 unchanged sentence

Redeemable Common Stock, Common Stock, and Stockholders’ Equity (Deficit) for further discussion.

Non-Vested Restricted Common Stock

The Company may grant non-vested restricted common stock to employees, directors, and consultants with or without cash consideration.

These grants contain certain restrictions on the sale of the shares.

Non-vested restricted common stock are considered issued, but not outstanding, for accounting purposes until they vest.

Upon termination of the relationship with a holder of the non-vested restricted common stock, the Company has the right to repurchase the non-vested restricted common stock at the price paid by the holder or, if there was no consideration, a price per share as defined in the Company’s agreement with the holder of the restricted common stock.

All restricted common stock was vested as of December 31, 2023.

The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which utilizes the asset and liability method for the financial accounting and reporting of income taxes.

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Interest and penalties related to uncertain tax positions are included as a component of income tax expense.

As of December 31, 2024, the liability for income taxes associated with uncertain tax positions was $ 1.3 million.

As of December 31, 2023, the Company had no recorded liabilities for uncertain tax positions and had no accrued interest or penalties related to uncertain tax positions.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025 and 2024, the liability for income taxes associated with uncertain tax positions was $ 1.3 million and $ 1.3 million, respectively.

Accounts Receivable

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If circumstances relating to specific customers change or unanticipated changes occur in the general business environment, the Company’s estimates of the recoverability of receivables could be further adjusted.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

The allowance for doubtful accounts consists of the following activity (in thousands):

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Accounts receivable is shown inclusive of unbilled accounts receivable of $ 3.3 million and $ 1.7 million as of December 31, 2025 and 2024, respectively.

The unbilled accounts receivable is made up entirely of overages incurred by customers who have exceeded their subscription allotment as of period end but are not yet due for their period end billing.

Unbilled accounts receivable is made up entirely of overages incurred by customers who have exceeded their subscription allotments as of the period end but are not yet due for their period end billing.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments with a remaining maturity of three months or less when purchased to be cash equivalents.

The Company considers all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents.

As of December 31, 2025 and 2024, the Company had cash equivalents of $ 325.9 million and $ 278.2 million, respectively, in money market funds.

As of December 31, 2025 and 2024, the Company had a current restricted cash balance of $ 0.7 million and $ 0.4 million, respectively.

As of December 31, 2024 and 2023, the Company had a non-current restricted cash balance of $ 0.7 million and $ 0.7 million, respectively.

As of December 31, 2024, the Company had a non-current restricted cash balance of $ 0.7 million.

The Company had no non-current restricted cash as of December 31, 2025.

Restricted cash at December 31, 2025 and 2024 related to the Company’s required collateral to fund payroll and credit card obligations in its Australian entity, as well as collateral required to be held as a result of the Company’s office lease in Australia.

Restricted cash is included in current assets for obligations that expire within one year and is included in non-current assets for assets that expire more than one year from the balance sheet date.

Restricted cash is included in current assets for obligations that expire within one year and is included in non-current assets for obligations that expire more than one year from the balance sheet date.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the Consolidated Balance Sheets to the total of the amounts reported in the Consolidated Statements of Cash Flow (in thousands):

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Total cash, cash equivalents, and restricted cash $ 1,065,613 $ 882,587

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

As of December 31, 2025, $ 150.0 million of the $ 1.1 billion cash and cash equivalents detailed above was held in a high yield notice deposit account requiring 31 days’ notice for withdrawal.

Concentrations of Credit Risk, Significant Customers, and Vendors

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Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.

As of December 31, 2024 and 2023, the Company’s primary operating accounts significantly exceeded federally insured limits.

As of December 31, 2025 and

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

2024, the Company’s primary operating accounts significantly exceeded federally insured limits.

The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

5 unchanged sentences

Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company’s accounts receivable.

Significant concentrations of credit risk constitute customers that represent 10% or more of accounts receivable.

As of December 31, 2024 and 2023, no individual customer accounted for more than 10% of accounts receivable.

Significant concentrations of credit risk exist when a customer represents 10% or more of accounts receivable.

As of December 31, 2025 and 2024, no individual customer accounted for 10% or more of accounts receivable.

Additionally, there were no customers that represented 10% or more of the Company’s revenue for the years ended December 31, 2025, 2024, and 2023.

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For the year ended December 31, 2024, three vendors represented 17 %, 16 %, and 12 % of total vendor expenditures.

For the year ended December 31, 2022, two vendors represented 19 % and 13 % of total vendor expenditures.

For the year ended December 31, 2023, three vendors represented 19 %, 14 %, and 12 % of total vendor expenditures.

Property and Equipment

Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method.

Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation, are removed from the accounts, and any resulting gain or loss is included in the determination of net income or loss in the period of retirement.

Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the determination of net income or loss in the period of disposal.

Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements are capitalized as additions to property and equipment.

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This staircase required the removal of ground space to connect the floors.

The lease agreement requires the Company to incur the costs required to restore the leased space to its original condition.

During fiscal year 2020, on the lease commencement date, the Company established an ARO based on the present value of contractually required estimated future costs to retire long-lived assets at the termination or expiration of a lease and to

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

return the space to its original condition.

The lease agreement required the Company to incur the costs required to restore the leased space to its original condition.

The asset associated with the ARO is amortized over the lease term or 5 years to operating expense, and the ARO is accreted to the end of lease obligation value over the same term.

The ARO established by the Company is described in more detail in Note 5.

On January 31, 2025, the Company amended the lease agreement for its Boston corporate headquarters and, under the terms of the amendment, the Company was relieved of the obligation to return the space to its original condition.

During the year ended December 31, 2025, the Company derecognized the ARO.

The ARO activity is described in more detail in Note 5.

Property and Equipment, Net.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Capitalized Internal-Use Software

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Foreign currency translation gains and losses were immaterial for the periods presented.

The Company recognized a $ 1.6 million foreign currency transaction loss and an immaterial foreign currency transaction loss for the years ended December 31, 2025 and 2023, respectively.

Foreign currency transaction gains were $ 1.0 million for the year ended December 31, 2024.

The Company recognized an immaterial foreign currency transaction loss for the year ended December 31, 2023 and an immaterial foreign currency transaction gain for the year ended December 31, 2022.

Fair Value Measurements

Certain assets and liabilities are carried at fair value in accordance with Accounting Standards Codification ASC 820, Fair Value Measurement (“ASC 820”).

Certain assets and liabilities are carried at fair value in accordance with ASC 820, Fair Value Measurement (“ASC 820”).

Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

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Notes to the Consolidated Financial Statements

Diluted net loss per share attributable to Series A and Series B common stockholders is computed in the same manner as basic net income loss per share as the inclusion of all potentially dilutive securities outstanding would be antidilutive.

Diluted net loss per share attributable to Series A and Series B common stockholders is computed in the same manner as basic net loss per share, as the inclusion of all potentially dilutive securities outstanding would be antidilutive.

Loss Per Share for further information.

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The Company periodically evaluates all long-lived assets or asset groups for impairment.

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future net cash flows expected to be generated by the asset.

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable.

Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset or asset group to the estimated undiscounted future net cash flows expected to be generated by the asset or the asset group.

If the carrying amount of an asset or asset group exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset.

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The Company has implemented all applicable accounting pronouncements that are in effect.

In November 2023, the FASB issued Accounting Standards Update ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an interim and annual basis.

The amendments in ASU 2023-07 are effective for all public entities for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 effective December 31, 2024, with no material impact to its consolidated financial statements and disclosed accordingly within the Segment Information section of Note 2.

Summary of Significant Accounting Policies and Note 14.

Segment Information and Geographic Data .

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2023-09 on its consolidated financial statements.

The Company adopted ASU 2023-09 on its consolidated financial statements in the current period on a prospective basis.

Income Taxes for the related disclosures.

In November 2024, the FASB issued ASU No.

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The Company is currently evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Targeted Improvements to the Accounting for Internal-Use Software .

The new guidance amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40.

ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements .

The new guidance is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies.

ASU 2025-11 is effective for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-11 on its interim condensed consolidated financial statements and related disclosures.

There are no other new accounting pronouncements that have been issued that would have a material impact on the Company's financial position or results of operations.

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Remaining Performance Obligations

Remaining performance obligations represents the amount of contracted future revenue that has not yet been recognized, including deferred revenue.

As of December 31, 2024, the Company’s remaining performance obligations are $ 154.5 million, of which $ 145.2 million is expected to be recognized within the next twelve months and $ 9.3 million is expected to be recognized during a period greater than twelve months.

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, including deferred revenue.

As of December 31, 2025, the Company’s remaining performance obligations were $ 253.7 million, of which $ 235.9 million is expected to be recognized within the next twelve months and $ 17.8 million is expected to be recognized during a period greater than twelve months.

Fair Value Measurements

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Total property and equipment, net $ 80,341 $ 48,200

In the years ended December 31, 2024, 2023 , and 2022 , d epreciation and amortization expense related to property and equipment was approximately $ 17.7 million, $ 13.7 million, and $ 8.9 million, respectively.

In the years ended December 31, 2025, 2024 , and 2023 , depreciation and amortization expense related to property and equipment was approximately $ 18.6 million, $ 17.7 million, and $ 13.7 million, respectively.

On January 31, 2025, the Company amended the lease agreement for its corporate headquarters located in Boston, Massachusetts which, among other things, extended the term of the lease to March 2033.

Under the Company’s accounting policy, the useful life of leasehold improvements is the lesser of the lease term and the useful life of the asset.

As such, the extension of the lease represents a change in estimate of the useful life of the leasehold improvements within the corporate headquarters.

The Company accounted for this change in the useful lives as a change in accounting estimate under ASC 250 Accounting Changes and Error Corrections , which were recorded prospectively upon execution of the lease amendment.

This change in estimate resulted in a reduction of $ 5.7 million in depreciation and amortization expense for the year ended December 31, 2025, respectively, and an immaterial impact on basic and diluted net loss per share attributable to Series A and Series B common stockholders.

During the years ended December 31, 2025, 2024 and 2023, the Company capitalized $ 23.2 million, $ 14.9 million, and $ 7.0 million of internal-use software development costs, respectively.

Of the $ 23.2 million internal-use software development costs that were capitalized during the year ended December 31, 2025, $ 5.2 million relates to software that is not yet in service.

The Company recorded amortization expense associated with its capitalized internal-use software development costs of $ 9.5 million , $ 4.6 million, and $ 1.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Amortization expense is included in cost of revenue in the Consolidated Statements of Operations and Comprehensive Loss.

The asset retirement obligation is included in other non-current liabilities on the Consolidated Balance Sheets.

Asset retirement obligation activity is as follows (in thousands):

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

During fiscal year 2020, on the commencement date of the lease for the Company’s Boston corporate headquarters, the Company established an ARO based on the present value of contractually required estimated future costs to remove long-lived assets at the termination or expiration of the lease and to return the space to its original condition.

As of December 31, 2024, the ARO was included in other non-current liabilities on the Consolidated Balance Sheets.

During the year ended December 31, 2025, the Company derecognized the ARO and recorded an immaterial gain for the difference between the Company’s estimate of the ARO and the carrying value of the asset retirement cost, which is included in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss.

ARO activity is as follows (in thousands):

Year Ended December 31,

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Accretion — 41

Derecognition

Ending balance $ — $ 802

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Accrued Expenses

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Accrued marketing 4,597 8,739

Accrued occupancy costs

Other accrued expenses 5,622 3,043

Total accrued expenses $ 125,159 $ 99,828

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Commitments and Contingencies

Contractual Obligations and Commitments

The Company has material long-term non-cancellable contractual obligations outstanding with marketing vendors and various service providers.

The Company has material long-term non-cancellable contractual obligations outstanding with marketing vendors and service providers.

Future minimum payments under the Company’s non-cancellable purchase commitments as of December 31, 2025 are presented in the table below (in thousands):

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In the ordinary course of business, the Company enters into agreements with its customers that include commercial provisions with respect to licensing, infringement, indemnification, and other common provisions.

The Company does not, in the ordinary course of business, agree to indemnification obligations for the Company under its contracts with customers except for intellectual property infringement claims related to the Company’s services.

Based on historical experience and information known at December 31, 2024 and 2023, the Company has not incurred any costs for guarantees or indemnities.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

In the ordinary course of business, the Company does not agree to indemnification obligations under its customer contracts, except for intellectual property infringement claims related to the Company’s services.

Based on historical experience and information known as of December 31, 2025 and 2024, the Company had not incurred any costs for guarantees or indemnities.

The components of lease expense are as follows (in thousands):

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Supplemental balance sheet information related to the Company’s operating leases is as follows (in thousands):

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

December 31, 2025 December 31, 2024

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Weighted average discount rate 6.71 % 5.13 %

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Future undiscounted annual cash flows for the Company’s operating leases as of December 31, 2025 are as follows (in thousands):

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2026 $ 25,508

Thereafter 42,720

Total future undiscounted lease payments 150,774

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The table above does not include options to extend lease terms that are not reasonably certain of being exercised or leases signed but not yet commenced as of December 31, 2025.

On January 31, 2025, the Company amended the lease agreement for its Boston corporate headquarters.

The amendment (i) modified the lease term and payment terms for the existing leased premises and (ii) expanded the leased premises under the lease.

The newly leased premises had phased lease commencement dates ranging from February 2025 to December 2025.

The lease term for the existing and newly leased premises ends in March 2033.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

The domestic and foreign components of loss before income taxes are as follows (in thousands):

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Loss before income taxes $ ( 30,518 ) $ ( 43,680 ) $ ( 307,041 )

The provision (benefit) for income taxes contained the following components (in thousands):

The provision for income taxes contained the following components (in thousands):

Year Ended December 31,

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Provision for income taxes $ 1,250 $ 2,462 $ 1,192

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

The Company’s effective tax rates for the years ended December 31, 2024, 2023, and 2022 are less than the U.S.

The Company’s effective tax rates for the years ended December 31, 2025, 2024, and 2023 were less than the U.S.

federal statutory income tax rate of 21.0%, primarily due to valuation allowance on the U.S.

federal and state deferred tax assets.

Effective January 1, 2025, the Company adopted ASU 2023-09, Improvements to Income Tax Disclosures , on a prospective basis.

As a result of this adoption, the Company is providing the expanded quantitative rate reconciliation disclosures required by ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

Below is a tabular reconciliation pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2025 (in thousands, except percentages):

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Year Ended December 31, 2025

federal taxes at statutory rate $ ( 6,412 ) 21.0 %

State and local income tax, net of federal (national) income tax effect (1)

Foreign tax effects

United Kingdom

Stock Based Compensation ( 701 ) 2.3

Other 128 ( 0.4 )

Stock Based Compensation ( 312 ) 1.0

Other 60 ( 0.2 )

Other foreign jurisdictions ( 3 ) —

Total ( 828 ) 2.7

Effect of changes in tax laws or rates enacted in the current period

Effect of cross-border tax laws

Federal R&D Credit ( 15,562 ) 51.0

Total ( 15,562 ) 51.0

Changes in valuation allowances 195,140 ( 639.1 )

Nontaxable or nondeductible items

Meals and Entertainment 1,993 ( 6.5 )

Stock Based Compensation ( 170,121 ) 557.2

Prepaid marketing expense

( 2,935 ) 9.6

Other ( 215 ) 0.7

Total ( 171,278 ) 561.0

Changes in unrecognized tax benefits.

$ 1,250 ( 4.1 ) %

(1) State taxes in Texas and Ohio make up the majority of tax effect in this category.

Below is a reconciliation of the statutory federal income tax expense and the Company's total income tax expense for the years ended December 31, 2024 and 2023:

Year Ended December 31,

federal taxes at statutory rate 21.0 % 21.0 %

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Total ( 5.6 ) % ( 0.4 ) %

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Income taxes paid for the year ended December 31, 2024 were $ 4.7 million.

As required by ASU 2023-09, the table below presents the amount of income taxes paid (in thousands, net of refunds received) for the year ended December 31, 2025, disaggregated by federal, state, and foreign jurisdictions.

Year Ended December 31,

Federal $ 939

Deferred income taxes reflect the impact of carryforwards and temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws.

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$ 5,410 $ 2,536

As of December 31, 2024 and 2023, the Company has federal net operating loss (“NOL”) carryforwards of $ 304.1 million and $ 349.2 million, respectively, which can be carried forward indefinitely, and state net operating loss carryforwards of $ 232.6 million and $ 245.1 million, respectively, which expire at various dates beginning in 2027.

As of December 31, 2024 and 2023, the Company has federal credit carryforwards of $ 44.0 million and $ 25.1 million,

As of December 31, 2025 and 2024, the Company has federal net operating loss (“NOL”) carryforwards of $ 1.0 billion and $ 304.1 million, respectively, which can be carried forward indefinitely, and state net operating loss carryforwards of $ 618.5 million and $ 232.6 million, respectively, which expire at various dates beginning in 2027.

As of December 31, 2025 and 2024, the Company has federal credit carryforwards of $ 59.5 million and $ 44.0 million, respectively, and state credit carryforwards of $ 35.1 million and $ 25.2 million, respectively, which are available to reduce future tax liabilities.

If not utilized, the federal research and development credit will begin to expire in 2039 and the state research and development credit will begin to expire in 2026.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

respectively, and state credit carryforwards of $ 25.2 million and $ 14.0 million, respectively, which are available to reduce future tax liabilities.

If not utilized, the federal research and development credit will begin to expire in 2037 and the state research and development credit will begin to expire in 2025.

The Company is not subject to an annual limitation of its NOL and research and development credit attributes as of December 31, 2024, but subsequent ownership changes may affect the limitation in future years.

The net changes in the total valuation allowance for the year ended December 31, 2024, was an increase of $ 55.1 million, primarily as a result of the increase in IRC Section 174 R&D capitalization and federal research and development credits offset by the utilization of net operating losses.

The net changes in the total valuation allowance for the year ended December 31, 2023 was an increase of $ 100.9 million, primarily as a result of the generation of additional net operating losses and federal research and development credits.

As of December 31, 2024 and 2023, the Company had an immaterial amount of earnings from its wholly-owned non-U.S.

subsidiaries indefinitely reinvested outside the U.S.

The Company does not intend to repatriate these earnings or realize the outside basis differences in its foreign subsidiaries, and accordingly, the Company has not provided any taxes for those amounts, given the indefinite reinvestment and it is not practicable to estimate the amount of deferred tax liability that would be incurred.

The Company may not be subject to an annual limitation on its NOL and research and development credit attributes as of December 31, 2025, but subsequent ownership changes may affect the limitation in future years.

The net change in the total valuation allowance for the year ended December 31, 2025 was an increase of $ 232.7 million, primarily as a result of the increase in research and development capitalization, federal research and development credits, and the generation of net operating losses.

The net changes in the total valuation allowance for the year ended December 31, 2024 was an increase of $ 55.1 million, primarily as a result of the increase in research and development capitalization and federal research and development credits offset by the utilization of net operating losses.

Uncertain Tax Positions

The Company has not recognized any liabilities for uncertain tax positions or unrecognized benefits as of December 31, 2023 and 2022.

The changes in the balance of gross unrecognized tax benefits as of December 31, 2024, excluding accrued net interest and penalties, is as follows (in thousands):

A reconciliation of the gross unrecognized tax benefits consists of the following (in thousands):

Year Ended December 31,

2024 2023 2022

Unrecognized tax benefits, beginning balance

$ 1,334 $ — $ —

Gross increases for tax positions taken in prior years

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The Company had no interest and penalties accrued related to uncertain tax positions as of December 31, 2025, 2024, and 2023.

The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months.

The Company files income tax returns in the United States and in foreign jurisdictions.

All periods since inception are subject to examination in most jurisdictions.

On July 4, 2025, tax reform legislation included in the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the United States.

The OBBBA includes significant tax reforms, including the reinstatement of immediate expensing for domestic research and development expenditures, the option to claim 100% accelerated depreciation deductions on qualified property, and modifications in international tax provisions.

The change to U.S.

tax law enacted by the OBBBA resulted in an immaterial effect on the income tax provision due to the Company’s valuation allowance and has been accounted for in the current period.

Employee Benefit Plans

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During the years ended December 31, 2025, 2024, and 2023 , the Company made contributions to the plan of $ 11.3 million, $ 11.2 million, and $ 7.4 million, respectively.

The Company contributes to defined contribution savings plans for its employees in the United Kingdom and Australia who satisfy certain eligibility requirements.

The plans allow each participant from the United Kingdom and Australia to defer a percentage of their compensation, and the Company contributes an additional 5 % and 12 % of wages for employees

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

The Company contributes to defined contribution savings plans for its employees in the United Kingdom and Australia who satisfy certain eligibility requirements.

The plans allow each participant from the United Kingdom and Australia to defer a percentage of their compensation and the Company contributes an additional 5 % and 11 % of all wages for those employees in the scheme on a monthly basis, respectively.

in the United Kingdom and Australia, respectively, on a monthly basis.

The Company made contributions to the plans of $ 4.3 million, $ 2.9 million, and $ 1.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.

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Upon the IPO, the redemption right of these shares was terminated and all shares of the Company’s redeemable common stock automatically converted into 64,046,223 shares of Series B common stock.

This transaction resulted in a reclassification of $ 1.9 billion in redeemable common stock to stockholder’s equity including an increase to additional paid-in capital of $ 136.9 million and Accumulated Deficit of $ 1.8 billion to reverse accretion recorded to these accounts.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

transaction resulted in a reclassification of $ 1,931.5 million in redeemable common stock to stockholder’s equity including an increase to additional paid-in capital of $ 136.9 million and Accumulated Deficit of $ 1,794.6 million to reverse accretion recorded to these accounts.

Immediately following the effectiveness of the registration statement relating to the Company’s IPO in September 2023, the Company filed its Amended and Restated Certificate of Incorporation, which authorized a total of 3,000,000,000 shares of Series A common stock, 350,000,000 shares of Series B common stock, and 100,000,000 shares of undesignated preferred stock.

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25 % of the shares subject to the warrants vested on the grant date, and the remaining 75 % of the shares subject to the warrants vest quarterly in equal amounts until July 28, 2027.

On September 22, 2023, upon the Company’s IPO, the vesting of 25 % of the total number of warrants was accelerated, and the remaining unvested portion vests quarterly over the remaining term.

On September 22, 2023, upon the Company’s IPO, the vesting of an additional 25 % of the total number of warrants was accelerated, and the remaining unvested portion vests quarterly over the remaining vesting term.

Vesting will cease, and any unvested portion of the warrants will be cancelled, in the event of a material breach or early termination of the collaboration agreement by Shopify.

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Accordingly, the Company recorded the proceeds from the issuance of restricted stock as a liability given the implicit repurchase feature.

The Company reclassified an immaterial amount of restricted stock liability to stockholders’ deficit upon vesting of restricted shares during the years ended December 31, 2023 and 2022.

During the years ended December 31, 2023 and 2022 , t he aggregate fair value of restricted stock that vested was $ 0.7 million and $ 1.2 million, respectively.

The Company reclassified an immaterial amount of restricted stock liability to stockholders’ deficit upon vesting of restricted shares during the year ended December 31, 2023.

During the year ended December 31, 2023 , t he aggregate fair value of restricted stock that vested was $ 0.7 million.

All restricted stock became fully vested during the year ended December 31, 2023.

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The stock purchase agreement also granted Shopify an Investment Option, which allows Shopify to purchase an additional 15,743,174 shares of common stock at a purchase price of $ 88.93 per share.

The Company allocated the common stock and Investment Option based on the relative fair value of each instrument.

The Investment Option is exercisable at any time at Shopify’s option until July 28, 2030.

As of December 31, 2025, the Investment Option has not been exercised.

The Company determined that the $ 100.0 million purchase price represents the fair value of the common stock and Investment Option issued to Shopify since the transaction occurred at arm’s length and was not compensatory.

The gross proceeds of $ 100.0 million were allocated to the common stock and Investment Option based on the relative fair value of each instrument, resulting in $ 69.4 million being allocated to the common stock and $ 30.6 million allocated to the Investment Option.

The Company incurred $ 0.4 million of issuance costs which were allocated to the common stock and Investment Option based on their relative fair values.

The proceeds allocated to the Investment Option, net of issuance costs, are included as a component of additional paid-in capital presented in the Consolidated Statements of Changes in Redeemable Common Stock and Stockholders’ Equity (Deficit).

Stock-Based Compensation

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The 2015 Plan provides for the grant of various types of stock-based compensation awards including, but not limited to, RSUs, incentive stock options (“ISOs”), non-qualified stock options (“NSOs,” referred to collectively with ISOs as “Options”) and restricted stock awards (“RSAs”) to directors, consultants, employees, and officers of the Company.

ISOs may only be granted to employees, and the exercise price thereon cannot be less than the fair value of the Company’s common stock on the date of grant or less than 110 % of the fair value in the case of employees holding 10% or more of the

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

voting stock of the Company.

The exercise price on NSOs must be at least equal to the fair value of the Company’s common stock on the date of grant.

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Stock Options

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Options generally vest over 4 years with the first 25 % of the award vesting upon the 12-month anniversary of the vesting commencement date and the remaining 75 % vesting monthly over the following 3 years.

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These service-based vesting conditions are consistent with those under the 2015 Plan detailed above.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

Restricted stock unit activity for the year ended December 31, 2024 is as follows (in thousands, except per share data):

Restricted stock unit activity for the year ended December 31, 2025 is as follows:

Number of Units Weighted Average Grant Date

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Employee Stock Purchase Plan

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

On August 24, 2023, the Board adopted the ESPP pursuant to which eligible employees may contribute up to 15 % of their base compensation to purchase shares of the Company’s Series A common stock at a price equal to 85 % of the lower of (1) the fair market value of a share of the Company’s Series A common stock at the beginning of the offering period and (2) the fair market value of a share of the Company’s Series A common stock on the purchase date.

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The 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 the Company’s Series A common stock, 1 % of the outstanding number of shares of the Company’s Series A common stock and Series B common stock on the immediately preceding December 31, or such lesser number of shares as determined by the administrator of the ESPP.

The fair value of employee options granted under the ESPP is based on a 15 % purchase discount off the grant date quoted trading price of the Company’s Series A common stock and the underlying value of the awards as estimated using the Black-Scholes option-pricing model with the following assumptions:

The fair value of employee options granted under the ESPP is based on a 15 % purchase discount off the grant date quoted trading price of the Company’s Series A common stock and is estimated using the Black-Scholes option-pricing model with the following assumptions:

Year Ended December 31,

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3.96 % 5.33 %

4.79 % - 5.33 %

Expected term 0.5 - 1.0 years

0.5 - 1.0 years

Volatility 45.90 % - 60.32 %

45.90 % - 64.12 %

Expected dividends — —

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The fair value of the common stock is the closing price of the stock on the date the offering period starts.

The Company recognized stock-based compensation expense related to the ESPP of $ 4.3 million during the year ended December 31, 2024.

As of December 31, 2024, $ 2.2 million of unrecognized stock-based compensation expense related to the ESPP is expected to be recognized on a straight-line basis over the subsequent 0.5 years.

The weighted average grant date fair value of ESPP awards granted during the year ended December 31, 2024 was $ 9.28 per share.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

The Company recognized stock-based compensation expense related to the ESPP of $ 5.8 million and $ 4.3 million during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, $ 2.6 million of unrecognized stock-based compensation expense related to the ESPP is expected to be recognized on a straight-line basis over the subsequent 6 months.

The weighted average grant date fair value of ESPP awards granted during the years ended December 31, 2025 and 2024 was $ 10.63 and $ 9.28 per share, respectively.

During the year ended December 31, 2025, the Company issued 462,681 shares of Series A common stock under the ESPP.

Modifications

During the year ended December 31, 2025, the Company modified one employee’s stock-based awards to accommodate their employment transition by changing the timing of the service-based vesting condition of 121,969 RSUs.

This resulted in incremental stock-based compensation expense of $ 1.4 million during the year ended December 31, 2025.

During the year ended December 31, 2025, the Company provided nineteen terminated employees with accelerated vesting on the service-based vesting conditions of 42,781 RSUs.

These modifications resulted in incremental stock-based compensation of $ 1.1 million during the year ended December 31, 2025.

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

During the year ended December 31, 2023, the Company extended the expiration dates of four employees’ Options.

The extension of the expiration date impacted 1,004,667 granted stock options, resulting in incremental stock-based compensation expense of $ 0.8 million during the year ended December 31, 2023.

The extension of the expiration date impacted 1,004,667 granted Options, resulting in incremental stock-based compensation expense of $ 0.8 million during the year ended December 31, 2023.

During the year ended December 31, 2023, the Company accelerated the vesting start dates of two employees’ RSUs.

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On April 10, 2023, the Company approved an amendment to the vesting schedule of 4,250,947 RSUs governed by the 2015 Plan.

Specifically, the vesting schedule of these RSUs were amended to align with the Company’s standard four quarterly vesting dates that were established on a prospective basis in June of 2022.

Specifically, the vesting schedule of these RSUs was amended to align with the Company’s standard four quarterly vesting dates that were established on a prospective basis in June 2022.

This modification impacted 657 grantees, and all RSUs that were modified were Double-Trigger awards in which the liquidity-based vesting condition was not considered probable at the date of modification.

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On March 15, 2023, the Company announced a reduction in workforce that resulted in the termination of approximately 8 % of the Company’s full-time workforce ( 130 employees).

As part of the reduction in workforce, the Company modified 608,698 previously granted stock options and 64,301 previously granted RSUs.

During the year ended December 31, 2023, the Company incurred an incremental stock-based compensation expense of $ 0.6 million related to the modification of the stock options modified.

As part of the reduction in workforce, the Company modified 608,698 previously granted Options and 64,301 previously granted RSUs.

During the year ended December 31, 2023, the Company incurred an incremental stock-based compensation expense of $ 0.6 million related to the modification of Options.

All RSUs that were modified were Double-Trigger awards in which the liquidity-based vesting condition was not considered probable at the date of modification.

As the liquidity-based vesting condition was met upon the IPO, the impact of the modified RSUs is included in the total stock-based compensation recognized during the year ended December 31, 2023 and is based on the fair value of the award on the date of modification.

During the year ended December 31, 2022, the Board approved the modification of an executive’s stock-based awards.

At the modification date, the executive had 177,684 RSUs outstanding for which the service-based vesting condition was satisfied but the liquidity-based vesting condition was not.

Pursuant to the modification agreement, the Company elected to cancel 63,775 of the unvested RSUs in exchange for $ 1.5 million, which the Company recorded stock-based compensation as general and administrative expense in the Consolidated Statements of Operations and Comprehensive Loss.

Additionally, during the year ended December 31, 2022, the Company recorded incremental stock-based compensation expense of $ 0.1 million associated with 2,616 stock options granted and 154 RSUs granted to one employee that was terminated but continued to vest in previously issued awards for a limited period after provision of substantive services ceased.

During the year ended December 31, 2022, the Company amended the terms of certain stock option awards issued to three employees to add a change of control provision.

Such modification did not result in any incremental stock-based compensation expense.

The Company also extended the post-termination exercise periods for two terminated employees holding 65,704 stock options.

The Company determined the incremental stock-based compensation expense resulting from the modifications was not material.

Additionally, the Company provided two terminated employees with accelerated vesting on the service-based vesting condition of 22,029 Double-Trigger RSUs held.

Because satisfaction of the liquidity-based vesting condition was not probable, the Company did not record the incremental stock-based compensation expense

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

resulting from the modifications.

Such amounts will be recorded upon vesting (that is, upon occurrence of a qualifying liquidity event).

Secondary Transactions

The Company’s employees historically participated in secondary market transactions whereby existing or third-party investors purchased shares owned by the employee associated with previously issued stock-based compensation awards.

The Company’s involvement in such secondary market transactions was generally limited to waiving or assigning its right of first refusal over the respective shares.

During the years ended December 31, 2023 and 2022 secondary investors purchased 912,187 and 1,002,968 shares of common stock from certain employees, respectively.

There were no secondary market transactions during the year ended December 31, 2024.

Stock-based compensation expense related to secondary market transactions, representing amounts paid in excess of then current fair value, totaled $ 0.8 million during the year ended December 31, 2022, and is recorded in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Loss.

No stock-based compensation expense was recorded during the year ended December 31, 2023 related to secondary transactions.

Stock-Based Compensation Expense

During the years ended December 31, 2024 and 2023 , the Company capitaliz ed $ 3.6 million and $ 1.3 million of stock-based compensation expense related to services performed on capitalized internal-use software, respectively.

During the year ended December 31, 2022, the Company did not capitalize any stock compensation expense related to services performed on capitalized software development projects.

During the years ended December 31, 2025, 2024 , and 2023, the Company capitaliz ed $ 4.4 million, $ 3.6 million, and $ 1.3 million of stock-based compensation expense related to services performed on capitalized internal-use software, respectively.

Stock-based compensation included in the Consolidated Statements of Operations and Comprehensive Loss is as follows (in thousands):

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Total stock-based compensation expense $ 166,447 $ 138,767 $ 342,148

During the year ended December 31, 2022, stock-based compensation expense included $ 1.5 million paid in cash in exchange for the cancellation of an executive’s unvested RSUs outstanding for which the service-based vesting condition was satisfied but the liquidity-based vesting condition was not.

This is included within general and administrative expense in the Company’s Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs was $ 366.5 million, which will be recognized over a weighted-average remaining period of 2.6 years.

Loss Per Share

Basic net loss per share attributable to Series A and Series B common stockholders is computed by dividing the net loss by the number of weighted-average outstanding common shares.

Diluted net loss per share attributable to Series A and Series B common stockholders is determined by giving effect to all potential common equivalents during the reporting

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

period, unless including them yields an antidilutive result, and is calculated using the treasury stock method.

The Company considers its warrants, Investment Option, restricted stock units and stock options as potential common equivalents, but excluded them from the computation of diluted earnings per share attributable to common stockholders in the periods presented, as their effect was antidilutive during the years ended December 31, 2024, 2023 and 2022.

Loss Per Share

Basic net loss per share attributable to Series A and Series B common stockholders is computed by dividing the net loss by the number of weighted-average outstanding common shares.

Diluted net loss per share attributable to Series A and Series B common stockholders is determined by giving effect to all potential common equivalents during the reporting period, unless including them yields an antidilutive result, and is calculated using the treasury stock method.

The Company considers its warrants, Investment Option, RSUs, Options, and shares to be issued under the ESPP as potential common equivalents, but excluded them from the computation of diluted earnings per share attributable to common stockholders in the periods presented, as their effect was antidilutive during the years ended December 31, 2025, 2024 and 2023.

The rights, including the liquidation and dividend rights, of the holders of Series A and Series B common stock are identical, except with respect to voting and conversion.

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Options outstanding 2,225,979 25,164,415 31,734,725

Restricted stock outstanding — — 26,795

245,840 258,033 —

Total 35,176,124 62,375,276 67,334,048

Related Party Transactions

In December 2025, the Company entered into a contract with Wyze Labs, Inc., who is a related party to a member of our Board of Directors.

During the year ended December 31, 2025, we have recognized an immaterial amount of revenue within the Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2025, there is an

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Notes to the Consolidated Financial Statements

outstanding accounts receivable balance of $ 220.4 thousand and deferred revenue balance of $ 202.2 thousand within the Consolidated Balance Sheets and total remaining performance obligation under the contract of $ 392.6 thousand.

In May 2025, the Company purchased services from Jellyfish, who is a related party to a member of our Board of Directors.

As of December 31, 2025, we purchased services in the aggregate of approximately $ 212.5 thousand, of which $ 148.0 thousand was included within prepaid expenses on the Consolidated Balance Sheets and an immaterial amount was included within operating expenses on the Consolidated Statements of Operations and Comprehensive Loss.

Segment Information and Geographic Data

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Revenue and long-lived assets by geographic region are as follows:

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Notes to the Consolidated Financial Statements

Disaggregation of Revenue

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127,179 95,920 72,797

United Kingdom

123,609 90,593 63,424

Other EMEA (4)

182,494 118,646 80,227

Total Revenue $ 1,234,019 $ 937,464 $ 698,099

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(3) Europe, the Middle East and Africa

(4) Other than the United Kingdom, no other individual country accounted for 10% or more of total revenue for any of the periods presented.

Disaggregation of Long-lived Assets

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Year Ended December 31,

$ 71,894 $ 75,659

United States $ 171,140 $ 71,894

United Kingdom 8,615 17,016

Total Long-lived Assets

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(2) Europe, the Middle East and Africa

Klaviyo, Inc.

Notes to the Consolidated Financial Statements

(3) No other country in this geographic region represented more than 10% of the Company’s long-lived assets for the periods presented

Restructuring Costs

On March 15, 2023, the Company announced a restructuring plan that resulted in a reduction of approximately 8 % of the Company’s full time workforce.

During the years ended December 31, 2025 and 2023, the Company recorded $ 4.2 million and $ 7.9 million, respectively, of restructuring costs .

The restructuring plans in 2025 and 2023 resulted in a reduction of approximately 3 % and 8 %, respectively, of Company’s full time workforce.

The Company’s restructuring actions were intended to improve operational efficiencies.

Restructuring costs consist primarily of employee severance and related benefits as well as stock-based compensation from the modification of terminated employee stock options.

There were no restructuring costs incurred during the year ended December 31, 2024.

Stock-Based Compensation for further detail on award modifications due to the 2023 restructuring.

Restructuring costs included in the Consolidated Statements of Operations and Comprehensive Loss is as follows (in thousands):

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Notes to the Consolidated Financial Statements

December 31, 2023

Year Ended December 31,

2025 2024 2023

Cost of revenue

$ — $ — $ 1,138

Selling and marketing

Research and development

4,224 — 3,375

General and administrative

Total $ 7,877

There were no unpaid restructuring costs as of December 31, 2023.

Subsequent Events

On January 10, 2025, the Company entered into a sublease agreement for new office space in San Francisco, California.

The lease commenced on January 21, 2025 and has a term of approximately six years with an option to terminate after year three .

The aggregate lease payments due over the term of the lease are $ 15.3 million.

On January 31, 2025, the Company amended the lease agreement for its corporate headquarters located in Boston, Massachusetts.

The amendment (i) modifies the lease term and payment terms for the existing leased premises and (ii) expands the leased premises under the lease.

The newly leased premises have phased lease commencement dates ranging from February 2025 to June 2026.

Following the amendment, the lease term for the existing and newly leased premises ends in March 2033.

The aggregate lease payments due over the amended term of the lease are $ 139.1 million.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

$ 4,224 $ — $ 7,877

There were no unpaid restructuring costs as of December 31, 2025 and 2023.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data