Form 4: Klaviyo CEO Sells $3.96M Stock Under Pre-Arranged Plan

Klaviyo CEO Andrew Bialecki sold 137,224 shares of Series A Common Stock for approximately $3.96 million through a pre-arranged Rule 10b5-1 trading plan.

Summary

• Andrew Bialecki, CEO, Director, and 10% Owner of Klaviyo, Inc. (KVYO), reported transactions on September 30, 2025.
• He converted 137,224 shares of Series B Common Stock into an equal number of Series A Common Stock.
• Immediately following the conversion, he sold all 137,224 shares of Series A Common Stock in multiple transactions.
• The total value of the shares sold was approximately $3,959,170.96.
• The sales were executed under a Rule 10b5-1 trading plan adopted on May 20, 2025.
• The sales occurred at weighted average prices ranging from $27.70 to $31.24 per share.
• Following these transactions, Andrew Bialecki directly holds 0 Series A Common Stock.
• He continues to hold 74,456,245 Series B Common Stock directly and 8,077,640 Series B Common Stock indirectly through various trusts and his spouse.

Sentiment

Score: 5

Explanation: The transactions represent scheduled insider selling under a Rule 10b5-1 plan, which is generally considered a neutral event for market sentiment as it's for personal financial planning rather than a reaction to new company information.

Positives

• The transactions were conducted under a Rule 10b5-1 trading plan, which demonstrates adherence to corporate governance best practices for insider trading.

Negatives

• The sale of a significant number of shares by a key executive, even under a pre-arranged plan, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence, although this is not necessarily the case with 10b5-1 plans.

Risks

• No specific risks were mentioned in the filing beyond the general implications of insider selling.

Future Outlook

The filing, a Form 4, does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing details an insider transaction by a key executive of Klaviyo, Inc., a marketing automation and customer data platform company. Such transactions are common for executives managing personal finances and are generally not indicative of broader industry trends unless part of a larger pattern of insider activity across the sector.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of Series B Common Stock is reported through The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023 (7,517,410 shares), The Elizabeth L. Bialecki Irrevocable GST Trust of 2023 (517,006 shares), The Andrew P. Bialecki Irrevocable GST Trust of 2023 (517,006 shares), and by spouse (43,218 shares). Andrew Bialecki disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders may view insider selling with caution, but the pre-arranged nature of the sales under a 10b5-1 plan typically reduces concerns about management's confidence in the company's future.

Key Dates

Recommendation

The insider sales by the CEO were conducted under a pre-arranged Rule 10b5-1 trading plan, which typically indicates personal financial planning rather than a change in outlook on the company's prospects. Therefore, this event alone does not provide a strong signal to alter an existing investment position.

Keywords

Klaviyo, KVYO, Andrew Bialecki, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, CEO, Director, Beneficial Ownership