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. Employer Identification No.)
125 Summer Street, 6th Floor
Boston, MA 02110
(Address of Principal Executive Offices and Zip Code)
2023 Stock Option and Incentive Plan
2023 Employee Stock Purchase Plan
(Full titles of the plans)
Andrew Bialecki
Co-Founder, Chief Executive Officer
Klaviyo, Inc.
125 Summer Street, 6th Floor
Boston, MA 02110
(Name and address of agent for service) 
(617) 213-1788
(Telephone number, including area code, of agent for service)
Copies to:
Craig M. Schmitz
Bradley C. Weber
Kim S. de Glossop
Kristin A. Gerber
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
Landon R. Edmond
Cameron S. Vermette
Klaviyo, Inc.
125 Summer Street, 6th Floor
Boston, MA 02110
(617) 213-1788
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ýAccelerated filer ☐
Non-accelerated filer ☐Smaller reporting company ☐
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 7(a)(2)(B) of the Securities Act. ☐


EXPLANATORY NOTE
Klaviyo, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (i) 13,637,881 additional shares of its Series A Common Stock, par value $0.001 per share (the “Series A common stock”), under the 2023 Stock Option and Incentive Plan (the “2023 Plan”) and (ii) 2,727,576 additional shares of its Series A common stock under the 2023 Employee Stock Purchase Plan (the “2023 ESPP”), pursuant to the provisions of the 2023 Plan and 2023 ESPP, respectively, which provide for an automatic increase in the number of shares reserved and available for issuance under such plans on January 1, 2024, and each January 1 thereafter until each of the plans terminate respective to their terms.
This Registration Statement registers additional securities of the same class as other securities of the Registrant for which Registration Statements on Form S-8 filed with the Commission on September 19, 2023 (File No. 333-274591) and February 29, 2024 (File No. 333-277535) are effective. Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements referenced above are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:
(a)The contents of the Registration Statements on Form S-8 filed with the Commission on September 19, 2023 (File No. 333-274591) and February 29, 2024 (File No. 333-277535);
(b)The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 19, 2025;
(c)All other reports filed by the Registrant pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2024; and
(d)The description of the Registrant’s Series A common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-41806) filed with the Commission on September 15, 2023 under Section 12(b) of the Exchange Act, updated by Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 29, 2024, including any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
1

Item 8.    Exhibits.
Incorporated by Reference
Exhibit NumberExhibit TitleFormFile No.ExhibitFiling DateFiled Herewith
4.110-K001-418063.12/29/24
4.210-K001-418063.22/29/24
4.3S-1333-2742114.18/25/23
5.1X
23.1X
23.2X
24.1X
99.1#S-1/A333-27421110.39/11/23
99.2#S-1/A333-27421110.149/11/23
107X
#Indicates management contract or compensatory plan, contract or agreement.
2

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on February 19, 2025.
KLAVIYO, INC.
By:
/s/ Andrew Bialecki
Andrew Bialecki
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
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 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 his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Klaviyo, Inc., and any or all amendments (including post-effective amendments), 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 full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, 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 their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Andrew Bialecki
Chief Executive Officer and Director
(Principal Executive Officer)
February 19, 2025
Andrew Bialecki
/s/ Amanda Whalen
Chief Financial Officer
(Principal Financial and Accounting Officer)
February 19, 2025
Amanda Whalen
/s/ Jennifer CeranDirector
February 19, 2025
Jennifer Ceran
/s/ Luciano Fernandez GomezDirector
February 19, 2025
Luciano Fernandez Gomez
/s/ Edward Hallen
Chief Strategy Officer and Director
February 19, 2025
Edward Hallen
/s/ Ping LiDirector
February 19, 2025
Ping Li
/s/ Michael MediciDirector
February 19, 2025
Michael Medici
/s/ Roxanne OulmanDirector
February 19, 2025
Roxanne Oulman
/s/ Susan St. LedgerDirector
February 19, 2025
Susan St. Ledger
/s/ Tony WeismanDirector
February 19, 2025
Tony Weisman

0001835830Klaviyo, Inc.S-8S-8EX-FILING FEESxbrli:sharesiso4217:USDxbrli:sharesiso4217:USDxbrli:pure000183583012025-02-192025-02-19000183583022025-02-192025-02-1900018358302025-02-192025-02-19

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 UnitMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
EquitySeries A common stock, $0.001 par value per share
Rule 457(c) and Rule 457(h)
13,637,881(2)
$46.83(3)
$638,661,967.23
0.0001531
$97,779.15
EquitySeries A common stock, $0.001 par value per shareRule 457(c) and Rule 457(h)
2,727,576(4)
$39.81(5)
$108,584,800.56
0.0001531
$16,624.34
Total Offering Amounts
$747,246,767.79
$114,403.49
Total Fees Previously Paid—
Total Fee Offsets—
Net Fee Due$114,403.49
(1)Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Series A common stock, $0.001 par value per share (“Series A Common Stock”), that become issuable under the Klaviyo, Inc. 2023 Stock Option and Incentive Plan (the “2023 Plan”) and the Klaviyo, Inc. 2023 Employee Stock Purchase Plan (the “2023 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Series A Common Stock.
(2)Represents an automatic increase to the number of shares of Series A Common Stock available for issuance under the 2023 Plan, in accordance with the automatic annual increase provision of the 2023 Plan, effective as of January 1, 2025. Shares available for issuance under the 2023 Plan were previously registered on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 19, 2023 (File No. 333-274591) and February 29, 2024 (File No. 333-277535).
(3)Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $46.83 per share, which is the average of the high and low prices of the Series A Common Stock on February 14, 2025, as reported on the New York Stock Exchange.
(4)Represents an automatic increase to the number of shares of Series A Common Stock available for issuance under the 2023 ESPP, in accordance with the automatic annual increase provision of the 2023 ESPP, effective as of January 1, 2025. Shares available for issuance under the 2023 ESPP were previously registered on Registration Statements on Form S-8 filed with the Commission on September 19, 2023 (File No. 333-274591) and February 29, 2024 (File No. 333-277535).
(5)Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $46.83 per share, which is the average of the high and low prices of the Series A Common Stock on February 14, 2025, as reported on the New York Stock Exchange. Pursuant to the 2023 ESPP, the purchase price of the shares of Series A Common Stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of Series A Common Stock on the first trading day of the offering period or on the exercise date.

Exhibit 5.1
imagea.jpg
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000


February 19, 2025
Klaviyo, Inc.
125 Summer Street, 6th Floor
Boston, MA 02110
Re:    Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 16,365,457 shares (the “Shares”) of Series A common stock, $0.001 par value per share (“Common Stock”), of Klaviyo, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2023 Stock Option and Incentive Plan and 2023 Employee Stock Purchase Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time the Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company's certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,
/s/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP


Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 19, 2025 relating to the financial statements of Klaviyo, Inc. and the effectiveness of Klaviyo, Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Klaviyo, Inc. for the year ended December 31, 2024.

/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 19, 2025

v3.25.0.1
Submission
Feb. 19, 2025
Submission [Line Items]  
Central Index Key 0001835830
Registrant Name Klaviyo, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings
Feb. 19, 2025
USD ($)
shares
$ / shares
Offering: 1  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Series A common stock, $0.001 par value per share
Amount Registered | shares 13,637,881
Proposed Maximum Offering Price per Unit | $ / shares 46.83
Maximum Aggregate Offering Price $ 638,661,967.23
Fee Rate 0.01531%
Amount of Registration Fee $ 97,779.15
Offering Note Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Series A common stock, $0.001 par value per share (“Series A Common Stock”), that become issuable under the Klaviyo, Inc. 2023 Stock Option and Incentive Plan (the “2023 Plan”) and the Klaviyo, Inc. 2023 Employee Stock Purchase Plan (the “2023 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Series A Common Stock.Represents an automatic increase to the number of shares of Series A Common Stock available for issuance under the 2023 Plan, in accordance with the automatic annual increase provision of the 2023 Plan, effective as of January 1, 2025. Shares available for issuance under the 2023 Plan were previously registered on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 19, 2023 (File No. 333-274591) and February 29, 2024 (File No. 333-277535).
(3)Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $46.83 per share, which is the average of the high and low prices of the Series A Common Stock on February 14, 2025, as reported on the New York Stock Exchange.
Offering: 2  
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Series A common stock, $0.001 par value per share
Amount Registered | shares 2,727,576
Proposed Maximum Offering Price per Unit | $ / shares 39.81
Maximum Aggregate Offering Price $ 108,584,800.56
Fee Rate 0.01531%
Amount of Registration Fee $ 16,624.34
Offering Note Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Series A common stock, $0.001 par value per share (“Series A Common Stock”), that become issuable under the Klaviyo, Inc. 2023 Stock Option and Incentive Plan (the “2023 Plan”) and the Klaviyo, Inc. 2023 Employee Stock Purchase Plan (the “2023 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Series A Common Stock.Represents an automatic increase to the number of shares of Series A Common Stock available for issuance under the 2023 ESPP, in accordance with the automatic annual increase provision of the 2023 ESPP, effective as of January 1, 2025. Shares available for issuance under the 2023 ESPP were previously registered on Registration Statements on Form S-8 filed with the Commission on September 19, 2023 (File No. 333-274591) and February 29, 2024 (File No. 333-277535).
(5)Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $46.83 per share, which is the average of the high and low prices of the Series A Common Stock on February 14, 2025, as reported on the New York Stock Exchange. Pursuant to the 2023 ESPP, the purchase price of the shares of Series A Common Stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of Series A Common Stock on the first trading day of the offering period or on the exercise date.
v3.25.0.1
Fees Summary
Feb. 19, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 747,246,767.79
Previously Paid Amount 0
Total Fee Amount 114,403.49
Total Offset Amount 0
Net Fee $ 114,403.49
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