Form 4: Klaviyo CEO Andrew Bialecki Gifts 100,000 Shares to Donor-Advised Fund

Klaviyo, Inc. CEO Andrew Bialecki reported a gift of 100,000 shares of Series A Common Stock to a donor-advised fund, following an automatic conversion from Series B Common Stock.

Summary

• Andrew Bialecki, the Chief Executive Officer, Director, and 10% Owner of Klaviyo, Inc. (KVYO), reported a transaction on June 11, 2025.
• The transaction involved the conversion of 100,000 shares of Series B Common Stock into Series A Common Stock.
• Immediately following the conversion, 100,000 shares of Series A Common Stock were transferred as a bona fide gift to a donor-advised fund, with a transaction price of $0.
• Following these transactions, Andrew Bialecki's direct beneficial ownership of Series A Common Stock from this specific transaction is 0 shares, but he retains significant direct and indirect holdings of Series B Common Stock convertible into Series A Common Stock.
• Direct beneficial ownership of Series B Common Stock stands at 74,773,276 shares.
• Indirect beneficial ownership of Series B Common Stock includes 11,945,830 shares held by the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, 517,006 shares by The Elizabeth L. Bialecki Irrevocable GST Trust of 2023, 517,006 shares by The Andrew P. Bialecki Irrevocable GST Trust of 2023, and 43,218 shares by his spouse.

Sentiment

Score: 6

Explanation: The filing is neutral to slightly positive. It's a routine insider transaction (gift) which doesn't indicate operational issues. The philanthropic nature could be seen as a minor positive for public perception, but it doesn't impact core business operations or financial health directly.

Positives

• The transaction represents a philanthropic act by the CEO, which could be viewed positively in terms of corporate social responsibility and public image.

Negatives

• The gift reduces the CEO's direct beneficial ownership of Series A Common Stock, although his overall control through Series B shares remains substantial.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• "The Reporting Person directed the transfer of 100,000 shares of their Series B Common Stock in connection with a bona fide gift to a donor-advised fund, resulting in the automatic conversion of the shares into Series A Common Stock upon execution of the transfer pursuant to the Issuer's certificate of incorporation."
• "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." (Regarding shares held by trusts)

Industry Context

This specific insider transaction is a routine disclosure for a public company executive and does not inherently reflect broader industry trends or competitive dynamics. It primarily pertains to individual executive shareholdings and philanthropic activities.

Related Party Transactions

• The gift was made to a donor-advised fund. Additionally, shares are held by trusts where the reporting person or their spouse serves as a trustee, which are typically considered related parties for disclosure purposes.

Stakeholder Impact

• Shareholders: The transaction represents a minor change in the direct beneficial ownership structure of a key executive, but his overall control through Series B shares remains substantial. It does not directly impact the company's financial performance or operational strategy.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Recommendation

Keywords

Klaviyo, KVYO, Andrew Bialecki, SEC Form 4, Insider Transaction, Stock Gift, Series A Common Stock, Series B Common Stock, Beneficial Ownership, CEO, Director, 10% Owner, Donor-Advised Fund