Form 4: Klaviyo CEO Sells Shares Under Pre-Arranged 10b5-1 Plan

Klaviyo CEO Andrew Bialecki sold 220,481 shares of Series A Common Stock for approximately $31.96 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Andrew Bialecki, CEO, Director, and 10% Owner of Klaviyo, Inc., reported transactions on September 9, 2025.
• He converted 220,481 shares of Series B Common Stock into an equal number of Series A Common Stock.
• Immediately following the conversion, he sold all 220,481 shares of Series A Common Stock.
• The shares were sold at a weighted average price of $31.96 per share, with prices ranging from $31.44 to $32.345.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted on May 20, 2025.

Sentiment

Score: 5

Explanation: A neutral score is assigned as the transaction is a pre-scheduled insider sale under a 10b5-1 plan, which is a routine event and does not inherently indicate positive or negative sentiment about the company's future prospects. While some investors may view insider sales negatively, the pre-planned nature mitigates immediate concerns.

Positives

• The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and not reactive transaction, which often mitigates concerns about insider selling.

Negatives

• A significant sale of shares by a CEO, Director, and 10% owner could be perceived negatively by some investors, as it reduces direct ownership in Series A Common Stock.

Future Outlook

NA

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for public company executives. It does not provide information directly related to broader industry trends or competitive positioning.

Related Party Transactions

• Shares are held indirectly by various trusts (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 spouse of the reporting person. The reporting person serves as trustee for some of these trusts and disclaims Section 16 beneficial ownership except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: The sale by a key executive could lead to minor concerns about management's confidence, though the 10b5-1 plan mitigates this. The reduction in direct Series A holdings by the CEO is noted.

Key Dates

Recommendation

The filing reports a pre-scheduled insider sale by the CEO under a 10b5-1 plan. Such transactions are routine and typically do not reflect a change in the executive's outlook on the company's fundamentals. While a sale by a key executive might warrant attention, the planned nature suggests it's for personal financial management rather than a signal about company performance. Therefore, the filing itself does not provide sufficient new information to alter an existing investment thesis, leading to a 'hold' recommendation.

Keywords

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