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

Klaviyo CEO Andrew Bialecki sold 159,508 shares of Series A Common Stock for approximately $4 million through a Rule 10b5-1 trading plan.

Summary

• Andrew Bialecki, CEO, Director, and 10% Owner of Klaviyo, Inc. (KVYO), reported transactions on October 7, 2025.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted on May 20, 2025.
• Bialecki converted 159,508 shares of Series B Common Stock into Series A Common Stock.
• Subsequently, he sold a total of 159,508 shares of Series A Common Stock.
• 144,890 shares were sold at a weighted average price of $25.32 per share, with prices ranging from $25.135 to $26.13.
• 14,618 shares were sold at a weighted average price of $25.07 per share, with prices ranging from $24.95 to $25.13.
• Following these transactions, Bialecki directly holds 0 shares of Series A Common Stock.
• He continues to directly hold 74,296,737 shares of Series B Common Stock.
• Indirect holdings of Series B Common Stock include 7,517,410 shares via The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, 517,006 shares via The Elizabeth L. Bialecki Irrevocable GST Trust of 2023, 517,006 shares via The Andrew P. Bialecki Irrevocable GST Trust of 2023, and 43,218 shares via his spouse.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic trading, indicating a planned personal financial management decision rather than a reaction to company-specific news.

Positives

• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned sale rather than a reaction to recent events.
• The sales occurred at prices above $25 per share, reflecting a solid valuation for the shares sold.

Negatives

• Significant insider selling by the CEO, Director, and 10% owner could be perceived negatively by some investors, even if pre-planned.
• The total value of shares sold is approximately $4.03 million, representing a substantial divestment.

Future Outlook

NA

Industry Context

Insider sales, especially by a CEO, are common across industries, particularly when executed under a 10b5-1 plan, which allows insiders to sell shares at pre-determined times to avoid accusations of trading on material non-public information. This is a standard practice for executives managing their personal portfolios and liquidity.

Comparison to Industry Standards

• The use of a Rule 10b5-1 plan for insider sales is a widely accepted corporate governance practice, aligning with industry standards for transparency and mitigating concerns about opportunistic trading. Many executives at companies like Apple (AAPL), Microsoft (MSFT), and Amazon (AMZN) utilize similar plans for their stock sales.
• The sale of shares by a founder/CEO is not uncommon as companies mature and executives seek to diversify their personal wealth. For example, founders of successful tech companies often gradually reduce their holdings over time.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of Series B Common Stock is reported through 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 his spouse. The reporting person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: May observe a large insider sale, but the 10b5-1 plan context suggests it is a planned personal financial move, not necessarily a negative signal about the company's future.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Key Dates

Recommendation

The filing reports a planned insider sale by the CEO under a Rule 10b5-1 plan. This type of transaction is generally for personal financial management and diversification, not typically indicative of a change in the company's fundamental outlook or a signal to buy or sell based solely on this event. The company's underlying business performance and future prospects remain the primary drivers for investment decisions, thus a 'hold' recommendation is appropriate based on this specific filing.

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