FALSE000183583000018358302026-05-012026-05-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 1, 2026
Klaviyo, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) | 001-41806 (Commission File Number) | 46-0989964 (IRS Employer Identification Number) |
125 Summer Street, 6th Floor, Boston, MA | 02110 |
(Address of Principal Executive Offices) | (Zip Code) |
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(617) 213-1788 |
(Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol | Name of each exchange on which registered |
Series A common stock, par value $0.001 per share | KVYO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 - Results of Operations and Financial Condition
On May 5, 2026, Klaviyo, Inc. (the "Company") issued a press release announcing financial results for the first quarter ended March 31, 2026. A copy of the release is furnished with this report as Exhibit 99.1.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 1, 2026, Amanda Whalen informed the Company of her intention to step down from her role as Chief Financial Officer of the Company. Ms. Whalen will continue to serve as Chief Financial Officer through August 21, 2026, after which she will move into an advisory role to support a smooth transition. The Company has initiated a formal search for a new Chief Financial Officer.
On May 4, 2026, the Company and Ms. Whalen entered into a consulting agreement (the “Agreement”) setting forth the terms of Ms. Whalen’s post-employment advisory role. Under the Agreement, following the effective date of her departure, Ms. Whalen will serve as an independent contractor until November 16, 2026, and Ms. Whalen’s outstanding equity awards will continue to vest in accordance with their terms during such term. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Ms. Whalen’s departure is not the result of any disagreement with the Company or related to the Company’s financial performance, accounting practices, internal controls, or operations.
Item 7.01 - Regulation FD Disclosure.
The information contained in Items 2.02 and 7.01 and the accompanying Exhibit 99.1 hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
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Exhibit No. | Description |
10.1 | |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 5th day of May, 2026.
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KLAVIYO, INC. |
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By: | /s/ Amanda Whalen |
Name: | Amanda Whalen |
Title: | Chief Financial Officer |