May 4, 2026
Amanda Whalen
Re: Consulting Agreement
Dear Amanda,
This letter agreement (this “Agreement”) sets forth the terms and conditions whereby you agree to provide certain services in the future to Klaviyo, Inc., a Delaware corporation (the “Company”) as an independent contractor. This Agreement will become effective on the date it has been signed by both Parties (the "Effective Date").
1.SERVICES
1.1.Subject to the terms and conditions set forth in this Agreement, the Company hereby engages you, and you hereby accept such engagement, as an independent contractor, to provide advisory and consulting services to the Company during the Term (as defined below) as requested by the Company’s Board of Directors (the “Board”), its Co-Chief Executive Officers, or its then-serving Chief Financial Officer from time to time, including but not limited to meeting with members of Company management or the Board regarding the Company’s business, attending and/or speaking at Company events, and being available to Company management and the Board for questions and advice (collectively, the “Services”).
1.2.You will be an independent contractor during the Term. The Company will not control the manner or means by which you perform the Services. Unless otherwise agreed in writing, you will furnish, at your own expense, the equipment, supplies and other materials used to perform the Services. The Company will provide you with access to its premises and equipment to the extent necessary for the performance of the Services. To the extent you perform any Services on the Company’s premises or using the Company’s equipment, you will comply with all applicable policies of the Company relating to business and office conduct, health and safety and use of the Company’s facilities, supplies, information technology, equipment, networks and other resources. Between the Effective Date and the first day of the Term, you will remain an employee of the Company under the terms and conditions currently in effect with respect to your employment.
2.TERM
2.1.The term of this Agreement will begin on the earlier to occur of (i) the effective date of the termination of your employment with the Company, and (ii) the effective date of the Company’s termination of your employment without Cause or your resignation for Good Reason (each term as defined in the as defined in your employment agreement with the Company dated August 27, 2023 (the “Employment Agreement”)), regardless of whether the Company has appointed a new Chief Financial Officer by such date. The Term will continue until November 16, 2026, unless extended or earlier terminated in accordance with Section 9 (the “Term”).
2.2.Any extension of the Term will be subject to mutual written agreement between the parties. For the avoidance of doubt, (a) the Term will commence concurrently with the effectiveness of your termination as an employee of the Company such that you will continue to be an “Eligible Participant” under the Company’s 2015 Stock Incentive Plan and there will be no break in your “Service” under the Company’s 2023 Stock Option and Incentive Plan; and (b) neither the
termination of your employment nor the commencement of the Term will give rise to the payment or provision of any severance benefits.
3.COMPENSATION AND EXPENSES
3.1.As full compensation for the Services and the rights granted to the Company in this Agreement, the Company will provide continued vesting during the Term of all outstanding equity awards you hold as of the date of this Agreement.
3.2.The Company agrees to reimburse you for all reasonable and documented travel and other costs or expenses incurred or paid by you in connection with the performance of the Services in accordance with the general reimbursement policy of the Company then in effect.
3.3.If you are currently enrolled in our group health care coverage programs, your coverage will end on the last day of the month in which your employment ends (the “Coverage End Date”). You will have the right to continue group health care coverage in those programs after the Coverage End Date under the Consolidated Omnibus Budget Reconciliation Act of 1985. Your eligibility to participate in the Company’s other employee benefit plans and programs will cease on or after your employment ends in accordance with the applicable benefit plan or program.
4.RELATIONSHIP OF THE PARTIES
4.1.During the Term, you will be an independent contractor of the Company, and this Agreement will not be construed to create any association, partnership, joint venture, employee or agency relationship between you and the Company for any purpose. Other than as approved by a Co-Chief Executive Officer of the Company, you will have no authority (and will not hold yourself out as having authority) to bind the Company, and you will not make any agreements or representations on the Company’s behalf without the Company’s prior written consent. You understand and acknowledge that the Services you will provide to the Company are unique, special or extraordinary because of your extensive background, experience and connections within the technology industry and as a former executive officer the Company, and that you may not delegate or subcontract the Services to any other person without the Company’s prior written consent.
4.2.You acknowledge and agree that, during the Term, neither you nor anyone acting on your behalf will receive any employee benefits of any kind from the Company. Without limiting this section or Section 4.1, during the Term, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its active employees.
5.INTELLECTUAL PROPERTY RIGHTS
Ownership of Work Product. The Company is and will be, the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement. You hereby irrevocably assign, grant and convey to Company all right, title and interest now existing or that may exist in the future in and to any document, development, work product, know-how, design, processes, invention, technique, trade secret, or idea, and all intellectual property rights related thereto, that is created by you, to which you contribute, and in each case, which relate to your Services provided pursuant to this Agreement (the “Work Product”), including all copyrights, trademarks and other intellectual property rights (including but not limited to patent rights) relating thereto. You agree that any and all Work Product will be and remain the property of the Company. You will immediately disclose to the
Company all Work Product. You agree to execute, at the Company’s request and expense, all documents and other instruments reasonably necessary and desirable to confirm such assignment. In the event that you do not, for any reason, execute such documents within a reasonable time of the Company’s request, you hereby irrevocably appoint the Company as your attorney-in-fact for the purpose of executing such documents on your behalf, which appointment is coupled with an interest. You will not attempt to register any works created by you pursuant to this Agreement at the U.S. Copyright Office, the U.S. Patent & Trademark Office, or any foreign copyright, patent, or trademark registry. You retain no rights in the Work Product and agree not to challenge the Company’s ownership of the rights embodied in the Work Product. You further agree to assist the Company in every reasonably necessary way to enforce the Company’s rights relating to the Work Product in any and all countries, including, but not limited to, executing, verifying and delivering such documents and performing such other acts (including appearing as a witness) as the Company may reasonably request for use in obtaining, perfecting, evidencing, sustaining and enforcing the Company’s rights relating to the Work Product.
5.1.You have no right or license to use the Company’s trademarks, service marks, trade names, trade names, logos, symbols or brand names.
6.CONFIDENTIALITY
You agree to hold the Company’s Confidential Information (as defined below) in strict confidence and not to disclose such Confidential Information to any third parties. You also agree not to use any of the Company’s Confidential Information for any purpose other than performance of your services hereunder. “Confidential Information” as used in this Agreement will mean Company data or information obtained by you pursuant to services provided under this Agreement that is not generally known in the Company’s trade or industry and will include, without limitation, (a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future and proposed products or services of the Company or its subsidiaries or affiliates; (b) trade secrets, drawings, inventions, know-how, software programs, and software source documents; (c) information regarding plans for research, development, new service offerings or products, marketing and selling, business plans, sales or hiring strategy, candidate information, business or sales forecasts, budgets and unpublished financial statements, licenses and distribution arrangements, prices and costs, suppliers and customers; and (d) any information regarding the skills and compensation of employees, contractors or other agents of the Company or its subsidiaries or affiliates. Confidential Information also includes proprietary or confidential information of any third party who may disclose such information to the Company or you in the course of the Company’s business. Your obligations set forth in this Section will not apply with respect to any portion of the Confidential Information that you can document by competent proof that such portion: (i) is in the public domain through no fault of yours; (ii) has been rightfully independently communicated to you free of any obligation of confidence; or (iii) was developed by you independently of and without reference to any information communicated to you by the Company. In addition, you may disclose the Company’s Confidential Information in response to a valid order by a court or other governmental body, or as otherwise required by law. When possible, prior to making a disclosure in response to a valid order by a court or other governmental body, or as otherwise required by law, you will give the Company advance notice and an opportunity to object or seek a protective order. All Confidential Information furnished to you by the Company is the sole and exclusive property of the Company or its suppliers or customers. Upon request by the Company, you agree to promptly deliver to the Company the original and any copies of such Confidential Information. Your duty of confidentiality under this Agreement does not amend or abrogate in any manner your continuing duties under any prior agreement between you and the Company. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between the Company and you, nothing in this Agreement will limit your right to discuss your engagement with the Company or report possible violations of law or regulation
with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of your engagement with others to the extent expressly permitted by applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure. Further, notwithstanding the foregoing, pursuant to 18 U.S.C. Section 1833(b), you will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
7.REPRESENTATIONS AND WARRANTIES
7.1.The Company represents and warrants to you that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.
7.2.You represent and warrant that there is no other contract or duty on your part that prevents or impedes your performance under this Agreement.
7.3.In addition to all other obligations contained herein, you agree: (a) to proceed with diligence and promptness and hereby warrant that the Services will be performed in accordance with the highest professional standards in the field to the satisfaction of the Company; (b) to comply with the Company’s Code of Conduct and Insider Trading Policy; and (c) to comply with the provisions of all state, local, and federal laws, regulations, ordinances, requirements and codes that are applicable to the performance of the Services hereunder.
8.INDEMNIFICATION
8.1.You will defend, indemnify and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:
8.1.1.bodily injury, death of any person, or damage to real or tangible, personal property resulting from your acts or omissions in connection with the Services; and
8.1.2.your breach of this Agreement, including, without limitation, any representation, warranty or obligation.
8.2.The Company will defend, indemnify and hold harmless you and your heirs, executors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from the Company’s breach of this Agreement, including, without limitation, any representation, warranty or obligation. For the avoidance of doubt, your Indemnification Agreement with the Company will remain in full force and effect and will cover your performance of the Services during the Term.
9.TERMINATION
9.1.Automatic Termination. This Agreement will automatically terminate upon the conclusion of the Term. In the event of your death or disability, the Company’s obligations under Section 3 and Section 8 shall continue in full force and effect as if the Services were being performed.
9.2.Termination without Cause. You may terminate this Agreement without cause at any time upon 5 days’ prior written notice to the Company.
9.3.Termination for Cause.
9.3.1.You may terminate this Agreement for cause immediately upon written notice to the Company in the event the Company has materially breached the Agreement.
9.3.2.The Company may terminate this Agreement immediately upon written notice to you in the event that any events occur during your employment with the Company or your provisions of Services as a contractor under this Agreement that constitute Cause (as defined in the Employment Agreement).
9.4.Upon termination of this Agreement for any reason, you will promptly and in no event later than thirty (30) days following such termination:
9.4.1.deliver to the Company all hardware, software, tools, equipment or other materials provided for your use by the Company;
9.4.2.deliver to the Company all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information;
9.4.3.permanently erase all of the Confidential Information from your computer systems; and
9.4.4.certify in writing to the Company that you have complied with the requirements of this Section 9.4.
9.5.The terms and conditions of Sections 4, 5, 6, 7, 9, 10, and 11 will survive the termination of this Agreement.
10.ASSIGNMENT
You will not assign any rights under this Agreement without the Company’s prior written consent. Any assignment in violation of the foregoing will be deemed null and void. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.
11.MISCELLANEOUS
11.1.You will not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.
11.2.Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by overnight courier upon written verification of receipt; or (ii) by telecopy, email, or facsimile transmission upon acknowledgment of receipt of electronic transmission. Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.
11.3.This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter; provided that the terms of agreements related to your employment with the Company, including your Confidentiality, Inventions, and Non-Solicitation Agreement, your Indemnification Agreement, and your equity grant agreements, will remain in full force and effect in accordance with their terms.
11.4.This is a Texas contract and shall be construed under and be governed in all respects by the laws of the State of Texas, without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the Fifth Circuit.
11.5.The parties hereby consent to the jurisdiction of the state and federal courts of the Commonwealth of Massachusetts. Accordingly, with respect to any such court action, you (a) submit to the exclusive personal jurisdiction of such courts; (b) consent to service of process; and (c) waive any other requirement (whether imposed by statute rule of court, or otherwise) with respect to personal jurisdiction or service of process.
11.6.This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.
11.7.If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
11.8.This Agreement may be executed in multiple counterparts and by facsimile signature, each of which will be deemed an original and all of which together will constitute one instrument
[Signature page follows]
If this letter accurately sets forth our understanding regarding the terms of your consulting arrangement, kindly execute the enclosed copy of this letter and return it to the undersigned.
Sincerely,
_/s/ Landon Edmond______________________
Landon Edmond
Chief Legal Officer, General Counsel, and Secretary
Klaviyo, Inc.
ACCEPTED AND AGREED:
_/s/ Amanda Whalen______________________
Amanda Whalen
Date: May 4, 2026
Klaviyo Delivers Strong Q1 2026 Results: 28% Revenue Growth, Record Operating Margin, and Raises Full Year Outlook
First quarter revenue of $358.0 million, representing 28% year-over-year growth
Raises FY26 revenue guidance to $1.514 billion to $1.522 billion, for year-over-year growth of 23%
BOSTON, May 5, 2026 — Klaviyo (NYSE: KVYO), the autonomous B2C CRM, today announced results for its first quarter ended March 31, 2026.
“Q1 reflected strong momentum across our business as Klaviyo’s autonomous strategy continues to take hold, with 28% revenue growth and our strongest operating margin as a public company,” said Andrew Bialecki, co-founder and co-CEO of Klaviyo. “More brands than ever are utilizing more of Klaviyo’s platform to drive better results. Delivering meaningful customer experiences at scale requires AI grounded in real data. Agents are only as good as the systems beneath them, and we’ve spent 14 years building exactly that foundation.”
Recent Business Highlights (all figures as of March 31, 2026):
●Launched Composer in private preview and enhanced Customer Agent with Custom Skills and more channels.
●Increased revenue per full-time employee to more than $600,000, up over 25% year-over-year.
●Authorized $500 million share repurchase program with completion of initial $100 million accelerated share repurchase in April.
●Expanded platform with new and expanded integrations across ChatGPT, Claude, Canva, Google and more.
●Closed new and expanded existing customer accounts including ALICE + OLIVIA, AllSaints, Cuyana, Legends Global, and Weber Grills.
●Increased total customers to over 196,000; with the cohort of customers generating over $50,000 of ARR up 38% year-over-year to 4,175.
●Drove continued international expansion with 39% revenue growth outside the Americas, and EMEA excluding the UK up 51%.
●Delivered NRR of 110%, up two percentage points year-over-year, driven by existing customers expanding usage across products and channels.
“Our Q1 results reflect strength across the fundamentals of the business, including revenue growth, margin expansion, enterprise wins, and international growth,” said Amanda Whalen, CFO of Klaviyo. “AI is changing the way we work and we are seeing that in our results, as we grew revenue by employee by more than 25% year-over-year. As customers consolidate more of their customer engagement on Klaviyo and AI adoption deepens, we’re seeing durable results that give us confidence in raising our top and bottom line outlook for the full year.”
First Quarter 2026 Financial Highlights:
$ in millions (except per share amounts)
| | | | | |
| Q1 FY26 |
Revenue | $358.0 |
YoY Growth | 28% |
| Gross Profit | $268.9 |
Gross Margin | 75% |
Non-GAAP Gross Profit | $271.1 |
Non-GAAP Gross Margin | 76% |
Operating Income | $1.7 |
Operating Margin | 0.5% |
Non-GAAP Operating Income | $58.6 |
Non-GAAP Operating Margin | 16% |
Net income per share, basic | $0.03 |
Net income per share, diluted | $0.03 |
Non-GAAP net income per share, basic | $0.22 |
Non-GAAP net income per share, diluted | $0.22 |
Cash from Operating Activities | $34.3 |
Free Cash Flow | $18.6 |
Executive Leadership Update
Amanda Whalen has made the personal decision to step down from her role as Chief Financial Officer after helping guide Klaviyo through its IPO and a period of significant growth. Whalen will continue to serve as CFO through August 21, 2026, after which she will move into an advisory role through November to support a smooth transition. Klaviyo has initiated a formal search to identify its next Chief Financial Officer.
“Amanda has been an exceptional partner and has played a critical role in shaping our financial strategy over the past few years,” said Andrew Bialecki, Klaviyo’s co-CEO and co-Founder. “She has been instrumental in scaling our business into a global, AI-native public company and strengthening our financial foundation for the next chapter of growth. While we will miss her, we are incredibly grateful for her many contributions to Klaviyo and wish her all the best.”
“Klaviyo is the strongest it has ever been,” said Amanda Whalen, Klaviyo’s CFO. “We have an exceptional leadership team in place, a Finance organization I deeply trust and believe in, and strong momentum across our business globally. I am confident that this is the right moment for this transition, knowing the work is in great hands. I’ll be fully focused on supporting the team in the months ahead and will continue to be a champion of Andrew, Chano, our Board, and the Klaviyo team long into the future.”
Financial Outlook
| | | | | | | | | | | | | | | | | |
| $ in millions | FY26-Q2 Guidance | | FY26 Guidance |
| Low | High | | Low | High |
| Revenue | $359 | $363 | | $1,514 | $1,522 |
| Year-over-year Growth Rate | 23% | 24% | | 23% |
| | | | | |
| Non-GAAP Operating Income | $47.5 | $50.5 | | $222 | $228 |
| Non-GAAP Operating Margin | 13.0% | 14.0% | | 14.5% | 15.0% |
| | | | | |
| Fully Diluted Shares Outstanding (Millions) | 302 | | 302 |
Klaviyo has not provided a reconciliation of non-GAAP operating income guidance measures to the most directly comparable GAAP measures because certain items excluded from GAAP cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort. Stock-based compensation-related charges, including employer payroll tax-related items on employee stock transactions, are impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change.
Dilutive Securities
Klaviyo has various dilutive securities. The table below details these securities (shares in millions; rounding differences may occur):
| | | | | | | | | | | |
| Price as of March 31, 2026 | Weighted Average Exercise Price | Shares |
| Share price | $ | 19.46 | | | |
Common stock outstanding as of 3/31/2026 | | | 302.5 | |
| Warrants outstanding | | | 2.1 | |
RSUs and PSUs outstanding | | | 21.5 | |
| Options outstanding | | $ | 3.02 | | 1.4 | |
| ESPP shares outstanding | | | 0.8 | |
| Total estimated fully diluted shares | | | 328.3 | |
We have excluded the impact of the Shopify investment option of 15,743,174 shares at $88.93 per share as it was out of the money as of March 31, 2026. The investment option expires on July 28, 2030.
Conference Call Information
In conjunction with this announcement, Klaviyo will host a conference call for investors at 4:30 p.m. ET (1:30 p.m. PT) today to discuss the results for its first quarter ended March 31, 2026 and its outlook for its second quarter ending June 30, 2026 and fiscal year ending December 31, 2026. The live webcast and a replay of the webcast will be available at the Investor Relations section of Klaviyo’s website: https://investors.klaviyo.com (live and replay).
Select Defined Terms
Customers. We define a customer as a distinct paid subscription to our platform. A single organization could have multiple discrete contracting divisions or subsidiaries or brands each with paid subscriptions to our platform, which would, in general, constitute multiple distinct customers. In some cases at the customer’s request, we allow subscriptions under the same parent organization to be consolidated into a single paid subscription in which case such consolidated paid subscriptions would constitute a single customer. We measure our total number of customers as a point-in-time calculation measured as of the end of a particular period. Customers do not include persons or entities that use our platform on a free trial basis.
Customers Generating Over $50,000 of ARR. We calculate our number of customers generating over $50,000 of ARR (as defined below) as those customers that have an average ARR of greater than $50,000 over the prior twelve months (or the entire duration of the customer’s paying relationship, if it is less than twelve months) as of the date of determination. We believe the number of customers generating over $50,000 of ARR is a key performance metric to help investors and others understand and evaluate our results of operations in the same manner as our management team, as it is an indicator of our ability to grow the number of customers that are exceeding this ARR threshold, both from our existing customers expanding their usage of our platform and from our sales to larger customers. We believe this is an important indicator of our ability to continue to successfully move up market.
Dollar-Based Net Revenue Retention Rate. We calculate our Dollar-Based Net Revenue Retention Rate (“NRR”) by first identifying the cohort of customers as of twelve months prior to the date of determination. We then calculate the Annualized Recurring Revenue (“ARR”) from this customer cohort as of twelve months prior to the date of determination (the “Prior Period ARR”) and the ARR from this customer cohort as of the date of determination (the “Current Period ARR”). ARR, for any date of determination, is the annualized value of existing paid subscriptions, which we calculate by taking the amount of revenue that we expect to receive in the next monthly period for our existing paid subscriptions, assuming no changes to such subscriptions in the next month, as of that date of determination, and multiplying that amount by twelve. Current Period ARR includes any expansion, price increases, and customer subscriptions that are deactivated and subsequently reactivated during the applicable twelve-month period and reflects contraction or attrition over the last twelve months from this customer cohort, but excludes any ARR from new customers in the current period. We then divide the total Current Period ARR by the total Prior Period ARR to arrive at the point-in-time NRR. We then calculate the weighted average point-in-time NRR as of the last day of each month in the current trailing twelve-month period to arrive at the NRR, with the weightings determined by the total ARR at the end of each period. We believe NRR is a key performance metric to help investors and others understand and evaluate our results of operations in the same manner as our management team, as it represents the expansion in usage of our platform by our existing customers, which is an important measure of the health of our business and future growth prospects. We measure Dollar-Based Net Revenue Retention Rate to measure this growth.
About Klaviyo
Klaviyo (CLAY-vee-oh) is an autonomous B2C CRM that powers more valuable customer experiences. We unify a flexible, scalable data platform, intelligence that gets smarter with every interaction, and action across Marketing and Service to help businesses turn real-time customer data into personalization at scale. High-growth enterprises like Mattel, TaylorMade, Glossier, Liquid Death, Daily Harvest and more than 196,000 other paying customers
leverage Klaviyo’s actionable infrastructure and our more than 350 integrations to deliver measurable outcomes through faster, higher-quality experiences.
Source: Klaviyo, Inc.
Contact
Investor Relations
Ryan Flaim
ir@klaviyo.com
Press
Danielle Zanatta
press@klaviyo.com
Forward Looking Statements
This press release includes certain “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Other than statements of historical facts, all statements contained in this press release, including, but not limited to, statements about Klaviyo’s outlook for the second quarter of fiscal year 2026 ending June 30, 2026 and the full fiscal year ending December 31, 2026, and Klaviyo’s expectations regarding possible or assumed business strategies, potential growth and innovation opportunities, new products, potential market opportunities, use of artificial intelligence and machine learning, and other similar matters, are forward-looking statements. Words such as “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “future,” “going to,” “guidance,” “intend,” “keep,” “may,” “opportunity,” “outlook,” “plan,” “potential,” “predict,” “project,” “shall,” “should,” “strategy,” “target,” “will,” “would,” or words of similar meaning or similar references to future periods may identify these forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements reflect management’s beliefs, expectations and assumptions about future events as of the date hereof, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. These risks include, among others, the following: our ability to achieve future growth and sustain our growth rate; our ability to successfully execute our business and growth strategy, such as the success of our investment in our key growth initiatives and our ability to recognize effective areas for growth; our ability to successfully integrate with third-party platforms; our relationships with third parties, such as our marketing agency and technology partners; unfavorable conditions in our industry; our ability to attract new customers, including mid-market and enterprise customers, retain revenue from existing customers and increase sales from both new and existing customers; our ability to leverage artificial intelligence and machine learning in our products; our ability to sustain strong international growth; the success of our marketing and sales strategies; costs and expenses associated with being a public company; the impact of macroeconomic factors, including tariffs; as well as other risks and uncertainties set forth under the caption “Risk Factors” and elsewhere in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission (the “SEC”), and the other filings and reports we make with the SEC from time to time, which may be obtained on our Investor Relations website at https://investors.klaviyo.com and on the SEC website at www.sec.gov. Moreover, we
operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor(s) may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. In light of the risks, uncertainties, assumptions, and other factors, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Therefore, you should not rely on any of the forward-looking statements. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. Other than as required by law, we assume no obligation to update any forward-looking statements contained in this press release in the event of new information, future developments or otherwise.
Statement Regarding Use of Non-GAAP Financial Measures
In addition to financial measures prepared in accordance with generally accepted accounting principles in the United States (GAAP), this press release and the accompanying tables contain non-GAAP financial measures, including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating income, non-GAAP operating expenses, non-GAAP operating margin, non-GAAP net income, non-GAAP net income per share, basic, non-GAAP net income per share, diluted, free cash flow, and free cash flow margin. The non-GAAP financial information is presented for supplemental informational purposes only and is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP. Please see the accompanying tables for reconciliations of these non-GAAP financial measures to their nearest GAAP equivalents.
Our non-GAAP gross profit, non-GAAP operating income, non-GAAP operating expenses, and non-GAAP net income exclude certain significant expenses and income that are required by GAAP to be recorded in our consolidated financial statements. These may include, among others, (i) material amortization of prepaid marketing expenses, (ii) stock-based compensation and related employer payroll taxes, and (iii) significant, one-time restructuring expenses. Our non-GAAP gross margin is calculated as non-GAAP gross profit divided by total revenue. Our non-GAAP operating margin is calculated as non-GAAP operating income divided by total revenue. Our non-GAAP net income per share, basic, is calculated as non-GAAP net income divided by weighted average shares outstanding - basic for purposes of calculating non-GAAP net income per share. Our non-GAAP net income per share, diluted, is calculated as non-GAAP net income divided by weighted average shares outstanding - diluted for purposes of calculating non-GAAP net income per share. Free cash flow is defined as cash and cash equivalents provided by or used in operating activities less purchases of property and equipment, capitalization of software development costs, and purchases of other non-current assets. Free cash flow margin is a non-GAAP financial measure that is calculated as free cash flow divided by total revenue.
Stock-based compensation expense includes the net effects of capitalization and amortization of stock-based compensation expense related to capitalized software. Stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of the compensation provided to our employees. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company’s non-cash expenses, we believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for meaningful comparisons between our operating results from period to period. When evaluating the performance of its business
and making operating plans, Klaviyo does not consider these items (for example, when considering the impact of equity award grants, the company places a greater emphasis on the amount of overall stockholder dilution than the accounting charges associated with such grants). The amount of employer payroll tax-related items on employee stock transactions is dependent on restricted stock unit settlements, option exercises, related stock price, and other factors that are beyond Klaviyo’s control and that do not correlate to the operation of the business. The expense related to amortization of prepaid marketing expense of warrants issued to Shopify is dependent upon estimates and assumptions; therefore, Klaviyo believes non-GAAP measures that adjust for the amortization of prepaid marketing expense provide investors a consistent basis for comparison across accounting periods. Klaviyo believes that the economic impact of the partnership is best measured in the form of stockholder dilution and as such we have provided a reconciliation that shows the full dilutive impact of all outstanding equity instruments. Overall, Klaviyo believes it is useful to exclude these expenses in order to better understand the long-term performance of its core business and to facilitate comparison of its results period-over-period and to those of peer companies. All of these non-GAAP financial measures are important tools for financial and operational decision-making and for evaluating Klaviyo’s own operating results over different periods of time.
We believe that all these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to decision making by our management, who use these measures as important tools for financial and operational decision-making and for evaluating Klaviyo’s own operating results over different periods of time.
Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures versus their nearest GAAP equivalents. Other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. Further, stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in Klaviyo’s business and an important part of the compensation provided to attract and retain its employees to create long-term incentive alignment with stockholders.
| | | | | | | | |
Klaviyo, Inc. |
Condensed Consolidated Balance Sheet (Unaudited) |
| (In Thousands) |
| As of |
| March 31, 2026 | December 31, 2025 |
| Assets | | |
| Current assets: | | |
| Cash and cash equivalents | $ | 984,590 | | $ | 1,064,875 | |
| Restricted cash | 738 | | 738 | |
| Accounts receivable, net of allowance for doubtful accounts | 72,302 | | 60,714 | |
| Deferred contract acquisition costs, current | 33,588 | | 29,634 | |
| Prepaid expenses and other current assets | 55,273 | | 50,115 | |
| Total current assets | 1,146,491 | | 1,206,076 | |
| | |
| Property and equipment, net | 84,458 | | 80,341 | |
| Right-of-use assets, net | 96,135 | | 101,126 | |
| Deferred contract acquisition costs, non-current | 55,229 | | 47,769 | |
| Prepaid marketing expense | 127,724 | | 132,849 | |
| Other non-current assets | 13,580 | | 12,443 | |
| Total assets | $ | 1,523,617 | | $ | 1,580,604 | |
| Liabilities and stockholders' equity | | |
| Current liabilities: | | |
Accounts payable | $ | 21,613 | | $ | 29,072 | |
Accrued expenses | 113,971 | | 125,159 | |
Lease liabilities, current | 23,969 | | 24,757 | |
Deferred revenue | 111,493 | | 103,245 | |
| Total current liabilities | 271,046 | | 282,233 | |
| | |
| Lease liabilities, non-current | 93,238 | | 95,991 | |
| Other non-current liabilities | 5,874 | | 5,820 | |
| Total liabilities | 370,158 | | 384,044 | |
| Stockholders' equity | | |
| Preferred stock | — | | — | |
Common stock - Series A | 144 | | 144 | |
Common stock - Series B | 158 | | 160 | |
Treasury Stock | 4 | | — | |
Additional paid-in capital | 2,021,068 | | 2,073,209 | |
Accumulated deficit | (867,915) | | (876,953) | |
| Total stockholders' equity | 1,153,459 | | 1,196,560 | |
| Total liabilities and stockholders' equity | $ | 1,523,617 | | $ | 1,580,604 | |
| | |
| | | | | | | | | | | |
| Klaviyo, Inc. | |
Condensed Consolidated GAAP Statement of Operations (Unaudited) | |
| (In Thousands, Except Share and Per Share Data) | |
| | | |
| Three Months Ended March 31, | |
| 2026 | 2025 | |
| Revenue | $ | 358,005 | | $ | 279,827 | | |
| Cost of revenue | 89,112 | | 67,700 | | |
| Gross profit | 268,893 | | 212,127 | | |
| Operating expenses: | | | |
| Selling and marketing | 134,055 | | 123,527 | | |
| Research and development | 80,032 | | 69,349 | | |
| General and administrative | 53,061 | | 43,001 | | |
| Total operating expenses | 267,148 | | 235,877 | | |
| Operating income (loss) | 1,745 | | (23,750) | | |
| Other expense | (436) | | (664) | | |
| Interest income | 9,411 | | 9,259 | | |
| Total other income, net | 8,975 | | 8,595 | | |
| Income (loss) before income taxes | 10,720 | | (15,155) | | |
| Provision (benefit) for income taxes | 1,682 | | (1,066) | | |
| Net income (loss) | $ | 9,038 | | $ | (14,089) | | |
| | | |
| Net income (loss) per share attributable to Series A and Series B common stockholders | | | |
| Basic | $ | 0.03 | | $ | (0.05) | | |
| Diluted | $ | 0.03 | | $ | (0.05) | | |
| | | |
| Weighted average common shares outstanding | | | |
| Basic | 304,343,623 | | 274,198,213 | | |
| Diluted | 305,801,451 | | 274,198,213 | | |
| | | | | | | | |
| Klaviyo, Inc. |
Condensed Consolidated Statement of Cash Flows (Unaudited) |
| (In Thousands) |
| Three Months Ended March 31, |
| 2026 | 2025 |
| Operating activities | | |
| Net income (loss) | $ | 9,038 | | $ | (14,089) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | |
| Depreciation and amortization expense | 6,336 | | 4,781 | |
| Non-cash operating lease costs | 6,997 | | 5,775 | |
| Amortization of deferred contract acquisition costs | 9,631 | | 6,608 | |
| Amortization of prepaid marketing expense | 13,224 | | 13,224 | |
| Gain on derecognition of asset retirement obligation | — | | (588) | |
| Loss on disposal of property and equipment | 128 | | 419 | |
| Bad debt expense | 636 | | 1,817 | |
| Stock-based compensation expense | 41,803 | | 38,327 | |
| Changes in operating assets and liabilities: | | |
| Accounts receivable | (12,224) | | (12,630) | |
| Deferred contract acquisition costs | (21,045) | | (11,001) | |
| Prepaid expenses, prepaid taxes, and other assets | (5,829) | | (5,907) | |
| Accounts payable | (4,340) | | 684 | |
| Accrued expenses | (12,832) | | (18,815) | |
| Deferred revenue | 8,248 | | 11,690 | |
| Operating lease liabilities | (5,546) | | (5,392) | |
| Other non-current liabilities | 54 | | (541) | |
| Net cash provided by operating activities | 34,279 | | 14,362 | |
| Investing activities | | |
| Acquisition of property and equipment | (11,666) | | (2,685) | |
| Capitalization of software development costs | (3,565) | | (5,056) | |
| Purchase of other non-current assets | (485) | | — | |
| Net cash used in investing activities | (15,716) | | (7,741) | |
| Financing activities | | |
| Proceeds from exercise of common stock options | 715 | | 877 | |
| Proceeds from exercise of warrants | 3 | | 3 | |
| Employee taxes paid related to net share settlement of stock-based awards | (2,800) | | (4,379) | |
| Proceeds from employee stock purchase plan | 3,234 | | 3,462 | |
| Payments for accelerated share repurchase | (100,000) | | — | |
| Net cash used in financing activities | (98,848) | | (37) | |
| Net (decrease) increase in cash, cash equivalents, and restricted cash | (80,285) | | 6,584 |
| Cash, cash equivalents, and restricted cash, beginning of period | 1,065,613 | | 882,587 | |
| Cash, cash equivalents, and restricted cash, end of period | $ | 985,328 | | $ | 889,171 | |
| | |
| | | | | | | | |
| Klaviyo, Inc. |
| Reconciliation of Gross Profit to Non-GAAP Gross Profit (Unaudited) |
| (In Thousands) |
| | |
| Three Months Ended March 31, |
| 2026 | 2025 |
| Gross profit | $ | 268,893 | | $ | 212,127 | |
Stock-based compensation | 2,098 | | 1,757 | |
Employer payroll tax on employee stock transactions | 133 | | 421 | |
| Non-GAAP gross profit | $ | 271,124 | | $ | 214,305 | |
| Gross margin | 75.1 | % | 75.8 | % |
| Non-GAAP gross margin | 75.7 | % | 76.6 | % |
| | | | | | | | |
| Klaviyo, Inc. |
Reconciliation of Operating Income (Loss) to Non-GAAP Operating Income (Unaudited) |
| (In Thousands) |
| | |
| Three Months Ended March 31, |
| 2026 | 2025 |
Operating income (loss) | $ | 1,745 | | $ | (23,750) | |
Stock-based compensation | 41,803 | | 38,327 | |
Employer payroll tax on employee stock transactions | 1,796 | | 4,610 | |
Amortization of prepaid marketing | 13,224 | | 13,224 | |
| Non-GAAP operating income | $ | 58,568 | | $ | 32,411 | |
| Operating margin | 0.5 | % | (8.5) | % |
| Non-GAAP operating margin | 16.4 | % | 11.6 | % |
| | | | | | | | |
| Klaviyo, Inc. |
Reconciliation of Net Income (Loss) to Non-GAAP Net Income (Unaudited) |
| (In Thousands, Except Share and Per Share Data) |
| | |
| Three Months Ended March 31, |
| 2026 | 2025 |
Net income (loss) | $ | 9,038 | $ | (14,089) |
Stock-based compensation | 41,803 | 38,327 |
Employer payroll tax on employee stock transactions | 1,796 | 4,610 |
Amortization of prepaid marketing | 13,224 | 13,224 |
| Non-GAAP net income | $ | 65,861 | $ | 42,072 |
| | |
| Non-GAAP net income per share attributable to Series A and Series B common stockholders: | | |
| Basic | $ | 0.22 | $ | 0.15 |
| Diluted | $ | 0.22 | $ | 0.14 |
| | |
| Shares used in non-GAAP per share calculations: | | |
| Basic | 304,343,623 | 274,198,213 |
| Diluted | 305,801,451 | 305,484,824 |
| | | | | | | | |
Klaviyo, Inc. |
| Reconciliation of Operating Expenses to Non-GAAP Expenses (Unaudited) |
(In Thousands) |
| | |
| Three Months Ended March 31, |
| 2026 | 2025 |
| Selling and marketing | $ | 134,055 | $ | 123,527 |
Stock-based compensation | (10,520) | (12,097) |
Employer payroll tax on employee stock transactions | (571) | (1,352) |
Amortization of prepaid marketing | (13,224) | (13,224) |
| Non-GAAP Selling and marketing | $ | 109,740 | $ | 96,854 |
| | |
| Research and development | $ | 80,032 | $ | 69,349 |
Stock-based compensation | (16,985) | (16,188) |
Employer payroll tax on employee stock transactions | (765) | (2,116) |
| Non-GAAP Research and development | $ | 62,282 | $ | 51,045 |
| | |
| General and administrative | $ | 53,061 | $ | 43,001 |
Stock-based compensation | (12,200) | (8,285) |
Employer payroll tax on employee stock transactions | (327) | (721) |
| Non-GAAP General and administrative | $ | 40,534 | $ | 33,995 |
| | |
| Total operating expenses | $ | 267,148 | $ | 235,877 |
Stock-based compensation | (39,705) | (36,570) |
Employer payroll tax on employee stock transactions | (1,663) | (4,189) |
Amortization of prepaid marketing | (13,224) | (13,224) |
| Non-GAAP Total operating expenses | $ | 212,556 | $ | 181,894 |
| | | | | | | | |
| Klaviyo, Inc. |
| Reconciliation of Operating Cash Flow to Free Cash Flow (Unaudited) |
| (In Thousands) |
| | |
| Three Months Ended March 31, |
| 2026 | 2025 |
Cash provided by operating activities | $ | 34,279 | | $ | 14,362 | |
| Acquisition of property and equipment | (11,666) | | (2,685) | |
Capitalization of software development costs | (3,565) | | (5,056) | |
Purchase of other non-current assets | $ | (485) | | $ | — | |
| Free cash flow | $ | 18,563 | | $ | 6,621 | |
| Operating cash flow margin | 9.6 | % | 5.1 | % |
| Free cash flow margin | 5.2 | % | 2.4 | % |
