Klaviyo (NYSE: KVYO) Co-CEO sells 200,000 shares in 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Klaviyo, Inc. Co-Chief Executive Officer Andrew Bialecki reported a planned conversion-and-sale of company stock. He converted 200,000 shares of Series B Common Stock into 200,000 shares of Series A Common Stock and sold all 200,000 Series A shares in an open‑market transaction at a weighted average price of $19.42 per share, with individual trades ranging from $18.85 to $19.75. These trades were executed under a pre‑arranged Rule 10b5-1 trading plan adopted on May 20, 2025, indicating they were scheduled in advance.
Following the transactions, Bialecki holds 67,744,118 shares of Series B Common Stock directly. The filing also shows substantial additional Series B holdings held indirectly through several 2023 trusts and by his spouse, where he disclaims Section 16 beneficial ownership except for any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 200,000 shares ($3,884,000)
Net Sell
7 txns
Insider
Bialecki Andrew
Role
Co-Chief Executive Officer
Sold
200,000 shs ($3.88M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 200,000 | $0.00 | -- |
| Conversion | Series A Common Stock | 200,000 | $0.00 | -- |
| Sale | Series A Common Stock | 200,000 | $19.42 | $3.88M |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
Holdings After Transaction:
Series B Common Stock — 67,744,118 shares (Direct);
Series A Common Stock — 200,000 shares (Direct);
Series B Common Stock — 7,517,410 shares (Indirect, By The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023)
Footnotes (1)
- These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2025. Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time at the option of the holder into one share of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), and will automatically convert into one share of Series A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. The Series B Common Stock has no expiration date. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.85 to $19.75 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares held by the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Shares held by the Elizabeth L. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person serves as a trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Shares held by the Andrew P. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
Key Figures
Shares converted: 200,000 shares
Shares sold: 200,000 shares
Weighted average sale price: $19.42 per share
+5 more
8 metrics
Shares converted
200,000 shares
Series B to Series A conversion on March 31, 2026
Shares sold
200,000 shares
Series A open-market sale on March 31, 2026
Weighted average sale price
$19.42 per share
Sales ranged from $18.85 to $19.75
Direct Series B holdings after transaction
67,744,118 shares
Direct ownership following reported trades
Indirect underlying shares – Grantor Retained Annuity Trust
7,517,410 shares
Underlying Series A via Series B held by 2023 GRAT
Indirect underlying shares – Elizabeth L. Bialecki GST Trust
517,006 shares
Underlying Series A via Series B in 2023 GST trust
Indirect underlying shares – Andrew P. Bialecki GST Trust
517,006 shares
Underlying Series A via Series B in 2023 GST trust
Indirect underlying shares – spouse
43,218 shares
Underlying Series A via Series B held by spouse
Key Terms
Rule 10b5-1 trading plan, Series B Common Stock, Series A Common Stock, Grantor Retained Annuity Trust, +2 more
6 terms
Rule 10b5-1 trading plan financial
"These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Series B Common Stock financial
"Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time..."
Series A Common Stock financial
"...into one share of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock")..."
Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.
Grantor Retained Annuity Trust financial
"Shares held by the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, of which the Reporting Person serves as trustee."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Irrevocable GST Trust financial
"Shares held by the Elizabeth L. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person serves as a trustee."
Section 16 beneficial ownership financial
"The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein..."
FAQ
What insider stock transaction did Klaviyo (KVYO) Co-CEO Andrew Bialecki report?
Andrew Bialecki reported converting 200,000 Series B shares into 200,000 Series A shares, then selling all 200,000 Series A shares. The open-market sale used a weighted average price of $19.42 per share, with trades between $18.85 and $19.75.
What are Andrew Bialecki’s direct Klaviyo (KVYO) holdings after this Form 4?
After the reported transactions, Bialecki directly holds 67,744,118 shares of Klaviyo’s Series B Common Stock. The 200,000 Series A shares created by conversion were fully sold, leaving no shares from that specific Series A line in his direct ownership balance.
What is the relationship between Klaviyo’s Series B and Series A Common Stock?
Each share of Series B Common Stock is convertible into one share of Series A Common Stock at the holder’s option. Series B also automatically converts into Series A upon certain events described in Klaviyo’s certificate of incorporation, and the Series B shares have no expiration date.