What changed in this filing

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Item 9A. Controls and Procedures

2026-02-10 compared with 2025-02-19 · 58 added, 34 removed, 213 unchanged (30% 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 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 officers 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.

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 officers 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.

Based on this evaluation, our principal executive officers and principal financial officer concluded that, as of December 31, 2025, 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 officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

7 unchanged sentences

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

Our management, including our Co-Chief Executive Officers and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

However, the effectiveness of any internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

29 unchanged sentences

Other Information

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.

(b) During the three months ended December 31, 2025, two of the Company’s officers (as defined in Rule 16a-1(f) under the Exchange Act) 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

2 unchanged sentences

Steve Rowland (1)

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

January 31, 2026

Former President

November 7, 2025 February 15, 2026 29,845 (2)

November 7, 2026

Carmel Galvin

3 unchanged sentences

______________

(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.

(1) Steve Rowland adopted the plan while serving as the Company’s President, prior to his retirement effective as of December 31, 2025.

(2) The actual number of shares of common stock sold pursuant to this plan will be fewer as a result of shares 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,” each as defined in Regulation S-K Item 408, during the three months ended December 31, 2025.

4 unchanged sentences

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.

Our board of directors has adopted a code of conduct that applies to all our employees, officers, contractors, and directors, including our Co-Chief Executive Officers, 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.

26 unchanged sentences

The information required by this Item is incorporated by reference herein to our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025.

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

The following documents are filed as part of this Annual Report on Form 10-K:

10 unchanged sentences

3.1 February 29, 2024

3.2 Amended and Restated Bylaws of Klaviyo, Inc.

3.2 February 29, 2024

3.2 Second Amended and Restated Bylaws of Klaviyo, Inc.

3.1 December 9, 2025

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

1 unchanged sentence

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.

S-1 333-274211 4.2 August 25, 2023

Warrant Agreement by and between Klaviyo, Inc.

28 unchanged sentences

10.1 May 8, 2024

Employment Agreement by and between Klaviyo, Inc.

and Carmel Galvin, effective April 15, 2024.

Form of Director Offer Letter.

12 unchanged sentences

Non-Employee Director Compensation Policy.

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.

10.14 February 19, 2025

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

10.15 February 19, 2025

Transition and Separation Agreement, dated August 4, 2025, between Klaviyo, Inc.

and Steve Rowland.

10.1 August 5, 2025

RSU Intention Letter, dated August 29, 2025, between Klaviyo, Inc.

and Luciano Fernández Gomez.

8-K 001-41806 10.2 August 29, 2025

Employee Assignment Agreement, dated October 31, 2025, between Velocity Global Switzerland GmbH and Klaviyo, Inc.

10-Q 001-41806 10.3 November 5, 2025

Master Services Agreement, dated September 10, 2020, between Velocity Global, LLC and Klaviyo, Inc., as amended by that certain Amendment to Master Services Agreement, dated June 21, 2023.

10-Q 001-41806 10.4 November 5, 2025

Amended Employment Agreement, dated December 8, 2025, between Velocity Global Switzerland GmbH and Luciano Fernández Gomez.

10.1 December 9, 2025

Variable Compensation Agreement, dated December 8, 2025, between Velocity Global Switzerland GmbH and Luciano Fernández Gomez.

10.2 December 9, 2025

RSU and PSU Intention Letter, dated December 8, 2025, between Klaviyo, Inc.

and Luciano Fernández Gomez.

10.3 December 9, 2025

Insider Trading Policy and related Rule 10b5-1 Trading Plan Policy.

Subsidiaries of Klaviyo, Inc.

2 unchanged sentences

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.

Certification of Principal Financial 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.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to 18 U.S.C.

1 unchanged sentence

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).

7 unchanged sentences

† This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section.

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent specifically incorporated by reference into such filing.

# Certain confidential information contains in this exhibit has been omitted because it is both (i) not material and (ii) the type that Klaviyo, Inc.

treats as private or confidential.

+ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

Klaviyo, Inc.

undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.

Form 10-K Summary

2 unchanged sentences

KLAVIYO, INC.

February 19, 2025 By:

February 10, 2026

/s/ Andrew Bialecki

Andrew Bialecki

Chief Executive Officer

Co-Chief Executive Officer

(Principal Executive Officer)

February 19, 2025 By:

February 10, 2026

/s/ Luciano Fernandez Gomez

Luciano Fernandez Gomez

Co-Chief Executive Officer

(Principal Executive Officer)

February 10, 2026

/s/ Amanda Whalen

3 unchanged sentences

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Bialecki, Amanda Whalen, and Landon Edmond, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Bialecki, Luciano Fernandez Gomez, Amanda Whalen, and Landon Edmond, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Andrew Bialecki

Chief Executive Officer and Director

Co-Chief Executive Officer and Director

(Principal Executive Officer)

1 unchanged sentence

Andrew Bialecki

/s/ Luciano Fernandez Gomez

Co-Chief Executive Officer and Director

(Principal Executive Officer)

February 10, 2026

Luciano Fernandez Gomez

/s/ Amanda Whalen

6 unchanged sentences

Jennifer Ceran

/s/ Luciano Fernandez Gomez

February 19, 2025

Luciano Fernandez Gomez

/s/ Edward Hallen

14 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