Form 4: Klaviyo CEO Sells $7.2M in Stock Under 10b5-1 Plan

Klaviyo CEO Andrew Bialecki executed planned sales of Series A Common Stock totaling approximately $7.2 million on September 2, 2025.

Summary

• Andrew Bialecki, CEO, Director, and 10% Owner of Klaviyo, Inc. (KVYO), reported stock transactions on September 2, 2025.
• The transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Bialecki on May 20, 2025.
• Mr. Bialecki converted 223,304 shares of Series B Common Stock into Series A Common Stock.
• He sold 128,877 shares of Series A Common Stock at a weighted average price of $31.18 per share, generating approximately $4,017,990.
• An additional 94,427 shares of Series A Common Stock were sold at a weighted average price of $30.76 per share, generating approximately $2,903,000.
• Following these specific transactions, Mr. Bialecki directly holds 0 shares of Series A Common Stock from these reported sales.
• Mr. Bialecki's beneficial ownership of Series B Common Stock includes 70,823,270 shares directly, 11,945,830 shares indirectly via The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, 517,006 shares indirectly via The Elizabeth L. Bialecki Irrevocable GST Trust of 2023, 517,006 shares indirectly via The Andrew P. Bialecki Irrevocable GST Trust of 2023, and 43,218 shares indirectly via his spouse.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling by the CEO. However, the pre-arranged 10b5-1 plan mitigates the negative perception, as it suggests planned diversification rather than a sudden loss of confidence, preventing a lower score.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a systematic and planned approach to stock disposition rather than an immediate reaction to new information, which can reduce the perception of opportunistic selling.

Negatives

• Significant insider selling by the CEO, Director, and 10% owner could be perceived negatively by some investors, potentially signaling a desire to diversify personal holdings or a lack of confidence, despite the 10b5-1 plan.
• The total value of shares sold is approximately $7.2 million, representing a substantial monetization event for the insider.

Risks

• No specific risks to the company's operations or financial health are disclosed in this Form 4 filing. The primary risk relates to potential negative investor sentiment regarding significant insider selling.

Future Outlook

NA

Industry Context

NA

Corporate Governance

Related Party Transactions

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

Stakeholder Impact

• Shareholders: May view the CEO's significant stock sales, even if planned, with caution, potentially leading to short-term negative sentiment or increased scrutiny of the company's future prospects.
• Employees: No direct impact on employees is mentioned, but general market sentiment can indirectly affect employee morale and the perceived value of stock-based compensation.

Key Dates

Recommendation

While the CEO's sale of approximately $7.2 million in stock is a notable event, it was conducted under a pre-arranged 10b5-1 plan. This typically signals a planned diversification or liquidity event rather than a reaction to adverse non-public information. A Form 4 alone, especially one involving a 10b5-1 plan, usually does not warrant a strong buy or sell recommendation unless the scale or context is extraordinary. Investors should monitor future insider activity and company performance, but this specific filing suggests a neutral stance for now.

Keywords

Klaviyo, KVYO, Andrew Bialecki, CEO, insider trading, Form 4, stock sale, 10b5-1 plan, Series A Common Stock, Series B Common Stock, beneficial ownership