KVYO / Klaviyo, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

August 29, 2025

August 29, 2025 Via Email Luciano Fernández Gomez [***] Email: [***] Re: RSU Intention Letter Dear Chano: Further to our discussions, this letter outlines the proposal to you by Klaviyo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 Klaviyo, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File

Dated 29 August 2025 KLAVIYO LTD LUCIANO FERNÁNDEZ GOMEZ SERVICE AGREEMENT

Dated 29 August 2025 KLAVIYO LTD and LUCIANO FERNÁNDEZ GOMEZ SERVICE AGREEMENT THIS AGREEMENT is made on 29 August 2025 BETWEEN (1) KLAVIYO LTD whose registered number is 12059202 and whose registered office is at 45 Gresham Street, London EC2V 7BG (the “Company”); and (2) LUCIANO FERNÁNDEZ GOMEZ of [***] (the “Executive”).

Security Type

Calculation of Filing Fee Tables S-3 Klaviyo, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Klaviyo, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2025 Klaviyo, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File

Klaviyo Announces Launch of Proposed Secondary Offering of Series A

Exhibit 99.1 Klaviyo Announces Launch of Proposed Secondary Offering of Series A Common Stock Boston, Mass., August 13, 2025 — Klaviyo, Inc. (the “Company”) (NYSE: KVYO), the only CRM built for B2C brands, today announced the commencement of an underwritten public offering (the “offering”) of 6,500,000 shares of its Series A common stock, par value $0.001 per share (the “Series A Common Stock”), b

Klaviyo, Inc. Series A Common Stock, $0.001 par value per share Underwriting Agreement

Exhibit 1.1 Klaviyo, Inc. Series A Common Stock, $0.001 par value per share Underwriting Agreement August 13, 2025 Barclays Capital Inc. 745 7th Avenue New York, NY 10019 Ladies and Gentlemen: The stockholders named in Schedule I hereto (the “Selling Stockholders”) of Klaviyo, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated in this agreement (this

6,500,000 Shares Series A Common Stock

Filed pursuant to Rule 424(b)(7) Registration No. 333-285069 PROSPECTUS SUPPLEMENT (to Prospectus dated February 19, 2025) 6,500,000 Shares Series A Common Stock The selling stockholders identified in this prospectus supplement are selling 6,500,000 shares of our Series A common stock, par value $0.001 per share (“Series A common stock”). We will not receive any proceeds from the sale of the Serie

Boston, Mass., August 15, 2025

Exhibit 99.2 Press Release – Klaviyo Announces Pricing of Secondary Offering of 6,500,000 Shares of Series A Common Stock by Certain Selling Stockholders Boston, Mass., August 15, 2025 — Klaviyo, Inc. (the “Company”) (NYSE: KVYO), the only CRM built for B2C brands, today announced the pricing of an underwritten public offering of 6,500,000 shares of its Series A common stock (the “Offering”) by ce

Subject to Completion Preliminary Prospectus Supplement dated August 13, 2025 6,500,000 Shares Series A Common Stock

Filed pursuant to Rule 424(b)(7) Registration No. 333-285069 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Klaviyo, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File N

Separation Agreement, dated August 4, 2025

August 3, 2025 Steve Rowland Re: Transition and Separation Agreement Dear Steve: The purpose of this letter agreement is to confirm the terms of your transition and separation from Klaviyo, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Klaviyo, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2025 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41806 Klaviyo, In

Klaviyo Announces Second Quarter 2025 Financial Results Second quarter revenue of $293.1 million, representing 32% year-over-year growth Raises FY25 revenue guidance to $1.195 billion to $1.203 billion, for year-over-year growth of 27% to 28%

Klaviyo Announces Second Quarter 2025 Financial Results Second quarter revenue of $293.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File N

, 2025, by and among Klaviyo, Inc., Goldman, Sachs & Co.

Exhibit 1.1 Klaviyo, Inc. Series A Common Stock, $0.001 par value per share Underwriting Agreement May 14, 2025 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: The stockholder named in Schedule I hereto (the “Selling Stockholder”) of Klaviyo, Inc., a Delaware corporation (the “Company”), proposes

Klaviyo Announces Launch of Proposed Secondary Offering of Series A

Exhibit 99.1 Klaviyo Announces Launch of Proposed Secondary Offering of Series A Common Stock Boston, Mass., May 13, 2025 — Klaviyo, Inc. (the “Company”) (NYSE: KVYO), the only CRM built for consumer brands, today announced the commencement of an underwritten public offering (the “offering”) of $372,000,000 of shares of its Series A common stock, par value $0.001 per share (“Series A Common Stock”

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 Klaviyo, Inc. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File Nu

Klaviyo Announces Pre-Arranged Stock Sale Plan by Andrew Bialecki, CEO and Co-Founder

Exhibit 99.3 Klaviyo Announces Pre-Arranged Stock Sale Plan by Andrew Bialecki, CEO and Co-Founder Boston, Mass., May 13, 2025 — Klaviyo, Inc. (the “Company”) (NYSE: KVYO), the only CRM built for consumer brands, today announced that, following the closing of the previously announced underwritten public offering of shares of the Company’s Series A common stock, par value $0.001 per share (“Series

Klaviyo Announces Pricing of Secondary Offering of 10,969,078

Exhibit 99.2 Klaviyo Announces Pricing of Secondary Offering of 10,969,078 Shares of Series A Common Stock by Andrew Bialecki Boston, Mass., May 14, 2025 — Klaviyo, Inc. (the “Company”) (NYSE: KVYO), the only CRM built for consumer brands, today announced the pricing of an underwritten public offering (the “offering”) of 10,969,078 shares of its Series A common stock, par value $0.001 per share (“

10,969,078 Shares Series A Common Stock

Filed pursuant to Rule 424(b)(7) Registration No. 333-285069 PROSPECTUS SUPPLEMENT (to Prospectus dated February 19, 2025) 10,969,078 Shares Series A Common Stock The selling stockholder identified in this prospectus supplement is offering 10,969,078 shares of our Series A common stock, par value $0.001 per share (“Series A common stock”). We will not receive any proceeds from the sale of the Seri

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 Klaviyo, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing

Subject to Completion Preliminary Prospectus Supplement dated May 13, 2025 Series A Common Stock

Filed pursuant to Rule 424(b)(7) Registration No. 333-285069 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41806 Klaviyo, I

Klaviyo Announces First Quarter 2025 Financial Results First quarter revenue of $279.8 million, representing 33% year-over-year growth Raises FY25 revenue guidance to $1.171 billion to $1.179 billion, for year-over-year growth of 25% to 26%

Klaviyo Announces First Quarter 2025 Financial Results First quarter revenue of $279.

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant  o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant  o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

ANNEX A Executive Officers and Directors of Shopify Inc.

EX-1 2 ck0001459200-ex1.htm EX. 1 - ANNEX A - EXECUTIVE OFFICERS AND DIRECTORS OF SHOPIFY INC. ANNEX A Executive Officers and Directors of Shopify Inc. The name, principal occupation, business address and citizenship of each executive officer and director of Shopify Inc. are set forth below. OFFICERS: Name Principal Occupation Business Address Citizenship Tobias Lütke Chief Executive Officer 151 O

As filed with the Securities and Exchange Commission on February 19, 2025

As filed with the Securities and Exchange Commission on February 19, 2025 Registration No.

As filed with the U.S. Securities and Exchange Commission on February 19, 2025

As filed with the U.S. Securities and Exchange Commission on February 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 46-0989964 (I.R.S. Em

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Klaviyo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Series Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Series A common stock, $0.001 par

Lease Agreement by and between Klaviyo, Inc. and OPG 125 Summer Owner (DE) LLC, dated August 9, 2012

Exhibit 10.14 125 SUMMER STREET Boston, MA Second Amendment to Lease Klaviyo, Inc. THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made as of June 30, 2022 (the “Effective Date”) by and between OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company (“Landlord”), and KLAVIYO, INC., a Delaware corporation (“Tenant”). Background A. Pursuant to the provisions of that certain Lease

Klaviyo Announces Fourth Quarter and Fiscal Year 2024 Financial Results Fourth quarter revenue of $270.2 million, representing 34% year-over-year growth Full year revenue of $937.5 million, representing 34% year-over-year growth

Klaviyo Announces Fourth Quarter and Fiscal Year 2024 Financial Results Fourth quarter revenue of $270.

Filing Fee Table

Calculation of Filing Fee Tables S-3 Klaviyo, Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing

Subsidiaries of Klaviyo, Inc.

Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization Klaviyo Ltd UK Klaviyo Australia Pty Ltd Australia Napkin Technologies, Inc. Delaware Klaviyo Ireland Limited Ireland Klaviyo Singapore Pte. Ltd. Singapore

sider Trading Policy and related

Exhibit 19.1 KLAVIYO, INC. INSIDER TRADING POLICY Klaviyo, Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the potentially severe consequences associated with

Lease Agreement by and between Klaviyo, Inc. and OPG 125 Summer Owner (DE) LLC, dated August 9, 2012

Exhibit 10.15 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. 125 SUMMER STREET Boston, MA Third Amendment to Lease Klaviyo, Inc. THIS THIRD AMENDMENT TO LEASE (“Third Amendment”) is made as of January 31, 2025 (the “Effective Da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41806 Klaviyo, Inc. (Exact name of re

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 KLAVIYO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission Fi

Brand Loyalty Beats Out Bargains: Klaviyo Customers Hit New Records This Black Friday Cyber Monday Data finds consumers prioritize brand loyalty, smaller discounts outperform steep ones and AI and SMS continue to drive revenue for brands

Brand Loyalty Beats Out Bargains: Klaviyo Customers Hit New Records This Black Friday Cyber Monday Data finds consumers prioritize brand loyalty, smaller discounts outperform steep ones and AI and SMS continue to drive revenue for brands BOSTON, December 3, 2024 - Klaviyo (NYSE: KVYO), the company that powers smarter digital relationships, today announced that over the five days between Thanksgiving and Cyber Monday (BFCM), it helped over 157,000 brands like Stanley 1913, Liquid Death and Mattel reach record-breaking results with over 15,000 customers achieving their best sales day ever during the weekend and a total of $3 billion of Klaviyo Attributed Value (KAV)* generated overall.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 3, 2024 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission Fil

KVYO / Klaviyo, Inc. / LONE PINE CAPITAL LLC - KLAVIYO, INC. Passive Investment

SC 13G/A 1 p24-3197sc13ga.htm KLAVIYO, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Klaviyo, Inc. (Name of Issuer) Series A Common Stock, par value $0.001 per share (Title of Class of Securities) 49845K101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the

KVYO / Klaviyo, Inc. / Sands Capital Ventures, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d853756dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO Section 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1) * Klaviyo, Inc. (Name of Issuer) Series A Common S

KVYO / Klaviyo, Inc. / Accel Growth Fund V L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2428419d2sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Klaviyo, Inc. (Name of Issuer) Series A common stock, par value $0.001 per share (Title of Class of Securities) 49

JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k)

EX-99.1 2 d853756dex991.htm EX-1 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joi

KVYO / Klaviyo, Inc. / Capital Research Global Investors - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Klaviyo, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 49845K101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

KVYO / Klaviyo, Inc. / SUMMIT PARTNERS L P - SC 13G/A Passive Investment

SC 13G/A 1 d846079dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Klaviyo, Inc. (Name of Issuer) Series A Common Stock, par value $0.001 per share (Title of Class of Securities) 49845K101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Che

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission Fil

Klaviyo Announces Third Quarter 2024 Financial Results Third quarter revenue of $235.1 million, representing 34% year-over-year growth Raises full year 2024 revenue guidance

Klaviyo Announces Third Quarter 2024 Financial Results Third quarter revenue of $235.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41806 Klaviy

Klaviyo Announces Second Quarter 2024 Financial Results Second quarter revenue of $222.2 million, representing 35% year-over-year growth Raises full year 2024 revenue guidance

Klaviyo Announces Second Quarter 2024 Financial Results Second quarter revenue of $222.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41806 Klaviyo, In

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File

KVYO / Klaviyo, Inc. / SHOPIFY INC. - SCHEDULE 13D - AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 sc13d-a1.htm SCHEDULE 13D - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Klaviyo, Inc. (Name of Issuer) Series A Common Stock (Title of Class of Securities) 49845K101 (CUSIP Number) Shopify Strategic Holdings 3 LLC 251 Little Falls Drive Wilmington, DE, 19808 (613) 241-68

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2024 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File N

Employment Agreement by and between Klaviyo, Inc. and

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made between Klaviyo, Inc., a Delaware corporation (the “Company”), and Steve Rowland (the “Executive”) effective as of August 27, 2023 (the “Effective Date”). Subject to Section 10 below, and except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement s

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission File Num

Klaviyo Announces First Quarter 2024 Financial Results First quarter revenue of $210.0 million, representing 35% year-over-year growth Expanded platform with new international launches

Klaviyo Announces First Quarter 2024 Financial Results First quarter revenue of $210.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41806 Klaviyo, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant  o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant  o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defi

Subsidiaries of

Exhibit 21.1 Subsidiaries Name Jurisdiction of Organization Klaviyo Ltd UK Klaviyo Australia Pty Ltd Australia Napkin Technologies, Inc. Delaware

As filed with the U.S. Securities and Exchange Commission on February 29, 2024

As filed with the U.S. Securities and Exchange Commission on February 29, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 46-0989964 (I.R.S. Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-41806 Klaviyo, Inc. (Exact name of re

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Klaviyo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Series Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Series A common stock, $0.001 par

Amended and Restated Certificate of Incorporation of Klaviyo, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KLAVIYO, INC. Klaviyo, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Klaviyo, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was Septem

Compensation Recovery Policy

Exhibit 97.1 KLAVIYO, INC. COMPENSATION RECOVERY POLICY Klaviyo, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1.Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons in accordance with rules issued by the United States

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Klaviyo, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act: our Series A common stock, $0.001 par value per share. References herein to the terms the “company,” “we,” “our,” and “us” refer

Amended and Restated Bylaws of Klaviyo, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF KLAVIYO, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States that is fixed by the Board of Directors, which time, date and place may subsequently

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 KLAVIYO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission Fi

Klaviyo Announces Fourth Quarter and Fiscal Year 2023 Financial Results Fourth quarter revenue of $201.6 million, representing 39% year-over-year growth Expanded platform with launch of Klaviyo AI

Klaviyo Announces Fourth Quarter and Fiscal Year 2023 Financial Results Fourth quarter revenue of $201.

KVYO / Klaviyo, Inc. / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Klaviyo Inc (Name of Issuer) Common Stock (Title of Class of Securities) 49845K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

KVYO / Klaviyo, Inc. / Sands Capital Ventures, LLC Passive Investment

SC 13G 1 kvyo13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO Section 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO Section 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. ) * Klaviyo, Inc. (Name of Issuer) Series A Common Stock, par value $0.

KVYO / Klaviyo, Inc. / Hallen Ed - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Klaviyo, Inc. (Name of Issuer) Series A common stock, par value $0.001 per share (Title of Class of Securities) 49845K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

KVYO / Klaviyo, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv01289-klaviyoincclassa.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Klaviyo, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 49845K101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant t

KVYO / Klaviyo, Inc. / Bialecki Andrew - SC 13G Passive Investment

SC 13G 1 klaviyo-schedule13ginitial.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Klaviyo, Inc. (Name of Issuer) Series A common stock, par value $0.001 per share (Title of Class of Securities) 49845K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen

KVYO / Klaviyo, Inc. / Accel Growth Fund V L.P. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Klaviyo, Inc. (Name of Issuer) Series A common stock, par value $0.001 per share (Title of Class of Securities) 49845K101 (CUSIP Number) December 31, 2023 (D

KVYO / Klaviyo, Inc. / Clearbridge Investments, LLC Passive Investment

SC 13G 1 klav23in.htm CUSIP NO. 49845K101 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* KLAVIYO, INC. (Name of Issuer) Series A common stock, par value $0.001 per share (Title of Class of Securities) 49845K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of th

KVYO / Klaviyo, Inc. / Accomplice Fund I, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Klaviyo, inc (Name of Issuer) Series A Common Stock, $0.01 (Title of Class of Securities) 49845K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem

KVYO / Klaviyo, Inc. / SUMMIT PARTNERS L P - SC 13G Passive Investment

SC 13G 1 d756665dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Klaviyo, Inc. (Name of Issuer) Series A Common Stock, par value $0.001 per share (Title of Class of Securities) 49845K101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

JOINT FILING AGREEMENT

EX-99.A 2 d756665dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Series A Common Stock, $0.001 par value per share, of Klaviyo, Inc. (this “Agreement”), is being filed,

POWER OF ATTORNEY

EX-99.B 3 d756665dex99b.htm EX-99.B EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Adam H. Hennessey his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in

KVYO / Klaviyo Inc - Series A / SHOPIFY INC. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Klaviyo, Inc. (Name of Issuer) Series A Common Stock (Title of Class of Securities) 49845K101 (CUSIP Number) Shopify Strategic Holdings 3 LLC 251 Little Falls Drive Wilmington, DE, 19808 (613) 241-6868 Ext: 1045 (Name, Address and Telephone Number of Pers

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D with respect to the Series A Common Stock of Klaviyo, Inc.

Klaviyo Releases 2023 Black Friday Cyber Monday Data Data show consumers are buying from brands they love

Klaviyo Releases 2023 Black Friday Cyber Monday Data Data show consumers are buying from brands they love BOSTON-November 29, 2023-Klaviyo (NYSE: KVYO), the company that powers smarter digital relationships, today announced that over the five days between and including Thanksgiving and Cyber Monday (BFCM), Klaviyo helped brands like Spanx, Good American, and Ouai message over 11 million customers per minute and generate almost $60 million of Klaviyo Attributed Value (KAV)* per hour at peak times.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 29, 2023 KLAVIYO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41806 KLAVIY

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2023 KLAVIYO, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41806 (Commission Fil

Klaviyo Announces Third Quarter 2023 Financial Results Third quarter revenue of $175.8 million, representing 48% year-over-year growth Expanded platform with launch of Klaviyo CDP

Klaviyo Announces Third Quarter 2023 Financial Results Third quarter revenue of $175.

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 p23-2503exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing add

LONE PINE CAPITAL LLC - KLAVIYO, INC.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Klaviyo, Inc. (Name of Issuer) Series A Common Stock, par value $0.001 per share (Title of Class of Securities) 49845K101 (CUSIP Number) September 22, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

As filed with the U.S. Securities and Exchange Commission on September 19, 2023

As filed with the U.S. Securities and Exchange Commission on September 19, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 46-0989964 (I.R.S. E

19,200,000 Shares Klaviyo, Inc. Series A Common Stock

Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-274211 19,200,000 Shares Klaviyo, Inc. Series A Common Stock This is an initial public offering of shares of Series A common stock of Klaviyo, Inc. We are offering 11,507,693 shares of our Series A common stock and the selling stockholders identified in this prospectus, which include one of our directors, are selling 7,692,307 shares

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Klaviyo, Inc. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Series A common stock, $0.001 par value per share Rule 457(c)

Klaviyo, Inc. 125 Summer Street 6th Floor Boston, Massachusetts 02110

Klaviyo, Inc. 125 Summer Street 6th Floor Boston, Massachusetts 02110 VIA EDGAR September 18, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Austin Pattan Jeff Kauten Joseph Cascarano Robert Littlepage Re: Klaviyo, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-274211 Requested Date: Sep

As filed with the Securities and Exchange Commission on September 18, 2023.

Table of Contents As filed with the Securities and Exchange Commission on September 18, 2023.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Klaviyo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Series A

[Signature Page Follows]

September 18, 2023 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Austin Pattan Jeff Kauten Joseph Cascarano Robert Littlepage Re: Klaviyo, Inc. Registration Statement on Form S-1 File No. 333-274211 Acceleration Request Requested Date: September 19, 2023 Requested Time: 4:00 p.m., Eastern Time

September 15, 2023

Bradley C. Weber Goodwin Procter +1 650 752 3226 601 Marshall Street [email protected] Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 September 15, 2023 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Austin Pattan Jeff Kauten Joseph Cascarano Robert Littlepage Re: Klaviyo, Inc. Amendment No. 1 to Registration Stateme

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Klaviyo, Inc. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 46-0989964 (I.R.S. Employer Identification No.) 125 Summer Street 6th Floor Bo

September 11, 2023

Bradley C. Weber Goodwin Procter +1 650 752 3226 601 Marshall Street [email protected] Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 September 11, 2023 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Austin Pattan Jeff Kauten Joseph Cascarano Robert Littlepage Re: Klaviyo, Inc. Registration Statement on Form S-1 File

2023 Employee Stock Purchase Plan.

Exhibit 10.14 KLAVIYO, INC. 2023 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Klaviyo, Inc. 2023 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Klaviyo, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s Series A common stock, par value $0.001 per share (the “Common Stock”). 6,200,000

As filed with the Securities and Exchange Commission on September 11, 2023.

Table of Contents As filed with the Securities and Exchange Commission on September 11, 2023.

Form of Underwriting Agreement.

Exhibit 1.1 Klaviyo, Inc. Series A Common Stock, $0.001 par value per share Underwriting Agreement [], 2023 Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Citigroup Global Markets Inc. As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 and Morgan Stanley & Co. LLC 1585 Broadwa

2023 Stock Option and Incentive Plan, and forms of award agreements thereunder.

Exhibit 10.3 KLAVIYO, INC. 2023 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Klaviyo, Inc. 2023 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Klaviyo, Inc. (the “Company”) and its Affiliates upon whose judgment, ini

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Klaviyo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Series A

Amended and Restated Investors’ Rights Agreement by and among Klaviyo, Inc. and certain of its stockholders, dated May 10, 2021.

Exhibit 4.2 KLAVIYO, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of May, 2021, by and among Klaviyo, Inc., a Delaware corporation (the “Company”), and each holder of capital stock of the Company listed on Schedule A hereto (such parties, together with any other stockholders of

Warrant Agreement by and between Klaviyo, Inc. and Shopify International Limited, dated July 28, 2022.

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE

Collaboration Agreement by and among the Registrant, Shopify Inc., Shopify International Limited, Shopify Commerce Singapore PTE. LTD., and Shopify Strategic Holdings 3 LLC, dated July 28, 2022.

Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (the “Agreement”) is effective as of July 28, 2022 (the “Effective Date”), by and between Klaviyo, Inc., a Delawar

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Organization Klaviyo Ltd UK Klaviyo Australia Pty Ltd Australia Napkin Technologies, Inc. Delaware

Form of Amended and Restated Bylaws of the Registrant to be in effect

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF KLAVIYO, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States that is fixed by the Board of Directors, which time, date and place may subsequently

As filed with the Securities and Exchange Commission on August 25, 2023.

Table of Contents As filed with the Securities and Exchange Commission on August 25, 2023.

Senior Executive Cash Incentive Bonus Plan.

Exhibit 10.4 KLAVIYO, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1.Purpose This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Klaviyo, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Com

Lease Agreement by and between the Registrant and OPG 125 Summer Owner (DE) LLC, dated August 9, 2012, as amended on August 7, 2020.

Exhibit 10.11 125 SUMMER STREET BOSTON, MA OFFICE LEASE AGREEMENT BETWEEN OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company, AS LANDLORD AND KLAVIYO, INC., a Delaware corporation, AS TENANT OFFICE LEASE AGREEMENT TABLE OF CONTENTS 1. Basic Lease Information 1 2. Lease Grant 8 3. Term and Commencement Date 8 4. Rent 9 5. Compliance with Laws; Use 10 6. Letter of Credit 11 7. Build

Offer Letter by and between the Registrant and Jenny Dearborn, dated August 12, 2020, as amended on August 17, 2020.

Exhibit 10.5 Klaviyo, Inc. 225 Franklin Street, 10th Floor Boston, MA 02110 August 12, 2020 Dear Jenny Dearborn, Klaviyo, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company, contingent upon successful reference checks, with the terms described below. 1. Position. Your position will be Chief People Officer and you will initially report to the Company’s

Warrant Agreement by and between Klaviyo, Inc. and Shopify Inc., dated July 28, 2022.

Exhibit 4.3 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE

Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KLAVIYO, INC. Klaviyo, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Klaviyo, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was Septem

of Indemnification Agreement between the Registrant and each of its directors and executive officers.

Exhibit 10.1 Form for Directors KLAVIYO, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [] by and between Klaviyo, Inc., a Delaware corporation (the “Company”), and [] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to indu

Warrant Agreement by and between Klaviyo, Inc, and Shopify Commerce Singapore PTE. LTD., dated July 28, 2022.

Exhibit 4.5 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE

by and between the Registrant and

Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made between Klaviyo, Inc., a Delaware corporation (the “Company”), and Landon Edmond (the “Executive”) effective as of August 27, 2023 (the “Effective Date”). Subject to Section 10 below, and except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement s

2015 Stock Incentive Plan, as amended, and forms of award agreements thereunder.

Exhibit 10.2 KLAVIYO, INC. 2015 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2015 Stock Incentive Plan (the “Plan”) of Klaviyo, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such

Non-Employee Director Compensation Policy.

Exhibit 10.15 KLAVIYO, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Klaviyo, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Direc

Form of Director Offer Letter.

Exhibit 10.10 [DATE] [Mr/Ms.] [NAME] [ADDRESS] [ADDRESS] Dear [FIRST NAME], It is our pleasure to invite you to join the Board of Directors (“Board”) of Klaviyo, Inc., a Delaware corporation (the “Company”), as a non-employee director. The purpose of this letter is to confirm the basis of your appointment should you be willing to accept. Term of Appointment It is expected that your appointment wil

Offer Letter by and between the Registrant and Jennifer Ceran dated October 29, 2021.

Exhibit 10.7 Klaviyo, Inc. 125 Summer Street, Boston, MA 02110 October 29, 2021 Dear Jennifer Ceran, Klaviyo, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company with the terms described below. 1. Position. Your position will be Interim Chief Financial Officer (“CFO”). As the Interim CFO, you shall have such powers and duties as may from time to time b

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Klaviyo, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Serie

Specimen Series A Common Stock Certificate of Klaviyo, Inc.

Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF SERIES A COMMON STOCK OF Klaviyo, Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly endo

Revenue Sharing Agreement by and between the Registrant and Shopify Inc., dated July 28, 2022.

Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. Revenue Sharing Agreement This Revenue Sharing Agreement (“RSA”) effective as of July 28, 2022 (the “RSA Effective Date”) and is made between Shopify Inc., with an add

by and between the Registrant and Amanda Whalen,

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made between Klaviyo, Inc., a Delaware corporation (the “Company”), and Amanda Whalen (the “Executive”) effective as of August 27, 2023 (the “Effective Date”). Subject to Section 10 below, and except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement s

Transition Agreement by and between the Registrant and Jenny Dearborn, dated December 22, 2021, as amended on January 13, 2023.

Exhibit 10.9 TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is being entered into between Jenny Dearborn (“Employee”) and Klaviyo, Inc. (“Company”). The parties acknowledge and agree that there is good, valuable and sufficient consideration for this Agreement, including but not limited to the mutual promises and obligations set forth below. With those understandings, the parties agre

Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KLAVIYO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Klaviyo, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of this corpo

Amended and Restated Bylaws of the Registrant, as currently in effect.

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF KLAVIYO, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the certificate of incorporation of the corporation (as the same may be amended and/or restated from time to time, the “Cert

Stock Purchase Agreement by and between Klaviyo, Inc. and Shopify Strategic Holdings 3 LLC, dated June 24, 2022.

Exhibit 4.6 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the “Agreement”) is made as of the 24th day of June, 2022, by and among the purchasers listed on Exhibit A attached to this Agreement (the “Purchasers”) and Klaviyo, Inc., a Delaware corporation (the “Company”). The Company and the Purchasers may be referred to herein as the “Parties”. The Parties hereby agree as follows: 1.Purcha

Confidential draft No. 2 as confidentially submitted to the Securities and Exchange Commission on August 8, 2023. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein re

Confidential draft No. 2 as confidentially submitted to the Securities and Exchange Commission on August 8, 2023. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATE

TRANSITION AGREEMENT

Exhibit 10.9 TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is being entered into between Jenny Dearborn (“Employee”) and Klaviyo, Inc. (“Company”). The parties acknowledge and agree that there is good, valuable and sufficient consideration for this Agreement, including but not limited to the mutual promises and obligations set forth below. With those understandings, the parties agre

WARRANT AGREEMENT

Exhibit 4.5 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE

Klaviyo, Inc. ● 125 Summer Street, 6th Floor, Boston, MA 02111 ● www.klaviyo.com

Exhibit 10.10 [DATE] [Mr/Ms.] [NAME] [ADDRESS] [ADDRESS] Dear [FIRST NAME], It is our pleasure to invite you to join the Board of Directors (“Board”) of Klaviyo, Inc., a Delaware corporation (the “Company”), as a non-employee director. The purpose of this letter is to confirm the basis of your appointment should you be willing to accept. Term of Appointment It is expected that your appointment wil

Klaviyo, Inc. 225 Franklin Street, 10th Floor Boston, MA 02110

Exhibit 10.5 Klaviyo, Inc. 225 Franklin Street, 10th Floor Boston, MA 02110 August 12, 2020 Dear Jenny Dearborn, Klaviyo, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company, contingent upon successful reference checks, with the terms described below. 1. Position. Your position will be Chief People Officer and you will initially report to the Company’s

KLAVIYO, INC. 2015 STOCK INCENTIVE PLAN

Exhibit 10.2 KLAVIYO, INC. 2015 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2015 Stock Incentive Plan (the “Plan”) of Klaviyo, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such

Bradley C. Weber +1 650 752 3226 [email protected] Goodwin Procter 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100

Bradley C. Weber +1 650 752 3226 [email protected] Goodwin Procter 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 August 8, 2023 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Austin Pattan Jeff Kauten Joseph Cascarano Robert Littlepage Re: Klaviyo, Inc. Confidential Draft Registration Statement o

Revenue Sharing Agreement

Exhibit 10.13 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. Revenue Sharing Agreement This Revenue Sharing Agreement (“RSA”) effective as of July 28, 2022 (the “RSA Effective Date”) and is made between Shopify Inc., with an add

COLLABORATION AGREEMENT

Exhibit 10.12 CERTAIN CONFIDENTIAL INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE (I) IT IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE INFORMATION AS PRIVATE AND CONFIDENTIAL. COLLABORATION AGREEMENT THIS COLLABORATION AGREEMENT (the “Agreement”) is effective as of July 28, 2022 (the “Effective Date”), by and between Klaviyo, Inc., a Delawar

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE

Klaviyo, Inc. 125 Summer Street, Boston, MA 02110

Exhibit 10.7 Klaviyo, Inc. 125 Summer Street, Boston, MA 02110 October 29, 2021 Dear Jennifer Ceran, Klaviyo, Inc., a Delaware corporation (the “Company”), is pleased to offer you employment with the Company with the terms described below. 1. Position. Your position will be Interim Chief Financial Officer (“CFO”). As the Interim CFO, you shall have such powers and duties as may from time to time b

STOCK PURCHASE AGREEMENT

Exhibit 4.6 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the “Agreement”) is made as of the 24th day of June, 2022, by and among the purchasers listed on Exhibit A attached to this Agreement (the “Purchasers”) and Klaviyo, Inc., a Delaware corporation (the “Company”). The Company and the Purchasers may be referred to herein as the “Parties”. The Parties hereby agree as follows: 1.Purcha

125 SUMMER STREET BOSTON, MA OFFICE LEASE AGREEMENT OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company, AS LANDLORD KLAVIYO, INC., a Delaware corporation, AS TENANT OFFICE LEASE AGREEMENT TABLE OF CONTENTS

Exhibit 10.11 125 SUMMER STREET BOSTON, MA OFFICE LEASE AGREEMENT BETWEEN OPG 125 SUMMER OWNER (DE) LLC, a Delaware limited liability company, AS LANDLORD AND KLAVIYO, INC., a Delaware corporation, AS TENANT OFFICE LEASE AGREEMENT TABLE OF CONTENTS 1. Basic Lease Information 1 2. Lease Grant 8 3. Term and Commencement Date 8 4. Rent 9 5. Compliance with Laws; Use 10 6. Letter of Credit 11 7. Build

WARRANT AGREEMENT

Exhibit 4.3 WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE

Confidential Treatment Requested by Klaviyo, Inc. Certain confidential information in this letter has been omitted and provided separately in an unredacted version to the Securities and Exchange Commission. Confidential treatment has been requested p

Confidential Treatment Requested by Klaviyo, Inc. Certain confidential information in this letter has been omitted and provided separately in an unredacted version to the Securities and Exchange Commission. Confidential treatment has been requested pursuant to 17 C.F.R. Section 200.83 with respect to the omitted portions, which are identified in this letter as filed via EDGAR with a placeholder id

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name Jurisdiction of Organization Klaviyo Ltd UK Klaviyo Australia Pty Ltd Australia Napkin Technologies, Inc. Delaware

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION KLAVIYO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KLAVIYO, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Klaviyo, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of this corpo

AMENDED AND RESTATED BYLAWS KLAVIYO, INC. (A DELAWARE CORPORATION) ARTICLE I

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF KLAVIYO, INC. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the certificate of incorporation of the corporation (as the same may be amended and/or restated from time to time, the “Cert

Confidential draft No. 2 as confidentially submitted to the Securities and Exchange Commission on July 7 , 2023. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein rem

Confidential draft No. 2 as confidentially submitted to the Securities and Exchange Commission on July 7 , 2023. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEM

KLAVIYO, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.2 KLAVIYO, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of May, 2021, by and among Klaviyo, Inc., a Delaware corporation (the “Company”), and each holder of capital stock of the Company listed on Schedule A hereto (such parties, together with any other stockholders of

As confidentially submitted to the Securities and Exchange Commission on May 12, 2023. This draft registration statement has not been filed publicly with the Securities and Exchange Commission, and all information herein remains strictly confidential

As confidentially submitted to the Securities and Exchange Commission on May 12, 2023.