Form 4: Klaviyo CEO Sells Shares, Gifts Millions to Charity

Klaviyo CEO Andrew Bialecki executed planned stock sales and made a significant charitable gift of shares in late August 2025.

Summary

• Andrew Bialecki, CEO, Director, and 10% Owner of Klaviyo, Inc. (KVYO), reported changes in his beneficial ownership.
• On August 26, 2025, Bialecki converted 226,702 shares of Series B Common Stock into Series A Common Stock.
• Following the conversion, he sold 216,433 shares of Series A Common Stock at a weighted average price of $31.51 per share, with prices ranging from $31.225 to $32.22.
• Additionally, on August 26, 2025, he sold 10,269 shares of Series A Common Stock at a weighted average price of $31.21 per share, with prices ranging from $31.17 to $31.22.
• These sales were conducted under a Rule 10b5-1 trading plan adopted on May 20, 2025.
• On August 28, 2025, Bialecki converted 3,500,000 shares of Series B Common Stock into Series A Common Stock.
• Immediately after, he made a bona fide gift of 3,500,000 shares of Series A Common Stock to a donor-advised fund.
• The gifted shares are subject to a lock-up agreement for 60 days following August 13, 2025, as per an agreement with an underwriter for a registered stock offering.
• Following these transactions, Bialecki directly holds 0 Series A Common Stock and 71,046,574 Series B Common Stock.
• Indirect holdings include 11,945,830 Series B shares through the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, 517,006 Series B shares through the Elizabeth L. Bialecki Irrevocable GST Trust of 2023, 517,006 Series B shares through the Andrew P. Bialecki Irrevocable GST Trust of 2023, and 43,218 Series B shares held by his spouse.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider sales can sometimes be viewed negatively, the use of a 10b5-1 plan for the sales and a significant charitable gift mitigate any strong negative interpretation. It reflects planned financial management rather than a reaction to adverse company news.

Positives

• The sales were executed under a pre-arranged Rule 10b5-1 trading plan, indicating a structured approach to liquidity rather than a reaction to immediate market conditions.
• A significant charitable gift of 3,500,000 shares demonstrates philanthropic engagement by the CEO.

Negatives

• Large insider sales, even if planned, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence, although the 10b5-1 plan mitigates this concern.

Risks

• The 3,500,000 shares gifted to a donor-advised fund are subject to a lock-up agreement for 60 days following August 13, 2025, after which they could potentially be sold, adding to market supply.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction. It primarily reports past insider transactions.

Management Comments

• The transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2025.
• The Reporting Person directed the transfer of 3,500,000 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.

Industry Context

This Form 4 filing details routine insider transactions for Klaviyo's CEO. Such filings are common across publicly traded companies and do not inherently reflect broader industry trends or competitive shifts, but rather individual executive financial planning.

Corporate Governance

Stakeholder Impact

• Shareholders: May observe the CEO's planned sales and charitable gift, which could influence sentiment, though the 10b5-1 plan suggests a pre-determined strategy.
• Charitable Organizations: The donor-advised fund will receive a significant contribution of 3,500,000 shares, which can be used for philanthropic purposes.

Next Steps

• The lock-up period for the 3,500,000 gifted shares will expire 60 days after August 13, 2025, potentially allowing for their sale by the donor-advised fund.

Key Dates

Recommendation

The filing details pre-scheduled insider stock sales and a charitable gift, which are not indicative of a fundamental shift in company prospects. The sales were executed under a Rule 10b5-1 plan, suggesting a pre-determined liquidity event rather than a reaction to new material information. Therefore, this filing alone does not warrant a change in investment recommendation, and a 'hold' stance is appropriate for existing investors.

Keywords

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