Form 4: Klaviyo CEO Sells 147,329 Shares Under 10b5-1 Plan

Klaviyo CEO Andrew Bialecki sold 147,329 shares of Series A Common Stock for a weighted average price of $27.16 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Andrew Bialecki, CEO, Director, and 10% Owner of Klaviyo, Inc. (KVYO), executed a sale of company stock.
• On November 18, 2025, 147,329 shares of Series B Common Stock were converted into an equal number of Series A Common Stock.
• Immediately following the conversion, 147,329 shares of Series A Common Stock were sold at a weighted average price of $27.16 per share.
• The sales occurred within a price range of $26.62 to $27.59 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Bialecki on May 20, 2025.
• Following these transactions, Mr. Bialecki directly owns 0 Series A Common Stock but retains significant indirect ownership of Series B Common Stock through various trusts and his spouse.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider sale can sometimes be viewed negatively, the fact that it was executed under a pre-arranged 10b5-1 plan mitigates concerns, as it indicates a planned liquidity event rather than a reaction to adverse company news. The CEO still retains significant indirect ownership.

Positives

• The transaction was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned liquidity event rather than a reaction to recent company performance.

Negatives

• A significant sale by the CEO, Director, and 10% owner could be perceived negatively by some investors, even if pre-planned.
• The direct beneficial ownership of Series A Common Stock by the CEO is now 0 following this transaction.

Future Outlook

NA

Management Comments

• 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.
• 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.

Industry Context

This Form 4 filing details an insider stock transaction, which is a routine disclosure for public company executives. It does not provide information directly related to broader industry trends or competitive landscape, but rather reflects a personal financial decision by a key executive.

Related Party Transactions

• Shares are indirectly held by The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, The Elizabeth L. Bialecki Irrevocable GST Trust of 2023, The Andrew P. Bialecki Irrevocable GST Trust of 2023, and by the Reporting Person's spouse. The Reporting Person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders may view the CEO's sale of shares, even if pre-planned, with some scrutiny, potentially leading to questions about management's confidence, though the 10b5-1 plan mitigates this concern.
• The transaction does not directly impact employees, customers, suppliers, or creditors.

Key Dates

Recommendation

The sale by CEO Andrew Bialecki is a pre-scheduled event under a Rule 10b5-1 plan, which typically indicates a planned liquidity event rather than a signal of lack of confidence in the company's future. While the direct ownership of Series A stock is now zero, he retains substantial indirect ownership through Series B stock and trusts. This transaction alone does not provide sufficient new information to warrant a change in investment thesis, thus a 'hold' recommendation is appropriate, pending further operational or financial updates from Klaviyo.

Keywords

Klaviyo, KVYO, Andrew Bialecki, Insider Sale, Form 4, 10b5-1 Plan, CEO Stock Sale, Beneficial Ownership, Series A Common Stock, Series B Common Stock