Form 4: Klaviyo Co-CEO Sells 200,000 Shares Under 10b5-1 Plan

Klaviyo Co-CEO Andrew Bialecki sold 200,000 shares of Series A Common Stock for a weighted average price of $18.17 per share, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Andrew Bialecki, Co-Chief Executive Officer, Director, and 10% Owner of Klaviyo, Inc. (KVYO), reported transactions on March 24, 2026.
• The transactions involved the conversion of 200,000 shares of Series B Common Stock into Series A Common Stock.
• Following the conversion, 200,000 shares of Series A Common Stock were sold at a weighted average price of $18.17 per share.
• The sale price ranged from $17.77 to $18.65 per share.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Bialecki on May 20, 2025.
• After these transactions, Mr. Bialecki directly holds 0 shares of Series A Common Stock and 67,944,118 shares of Series B Common Stock.
• Indirect beneficial ownership of Series B Common Stock includes shares held by various trusts and his spouse, totaling 8,094,640 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While it's an insider sale, the execution under a 10b5-1 plan mitigates concerns about opportunistic selling, suggesting a routine financial planning activity.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and systematic approach to managing personal holdings rather than an opportunistic sale based on new, undisclosed information.

Negatives

• An insider sale, even if pre-planned, can sometimes be perceived negatively by investors as it represents a reduction in direct ownership by a key executive.

Risks

• NA

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

StockSavvy.ai notes that insider sales executed under Rule 10b5-1 trading plans are a common practice among executives for personal financial planning, diversification, and liquidity management. These plans are established in advance, when the insider is not in possession of material non-public information, to provide an affirmative defense against insider trading allegations. Such planned sales are generally viewed with less concern by the market compared to unplanned, opportunistic sales.

Comparison to Industry Standards

• The use of a Rule 10b5-1 trading plan by a senior executive like Andrew Bialecki aligns with best practices for corporate governance and transparency in managing insider stock transactions, similar to plans adopted by executives at companies such as Microsoft, Apple, and Amazon.
• The conversion of Series B to Series A stock is a standard mechanism for dual-class share structures, often seen in tech companies like Meta Platforms (formerly Facebook) and Google (Alphabet), allowing founders to maintain control while providing liquidity through public trading of Series A shares.

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.

Stakeholder Impact

• Shareholders may observe a reduction in direct ownership by a key executive, which could lead to minor sentiment shifts, though the 10b5-1 plan context typically lessens negative interpretations.
• Employees are unlikely to be directly impacted by this personal stock transaction.

Key Dates

Recommendation

This Form 4 reports a pre-planned insider sale under a 10b5-1 plan, which is a routine event for executives managing personal finances. It does not provide new fundamental information about Klaviyo's operational performance or strategic outlook that would warrant a change in investment recommendation. Investors should consider this a non-event in the context of long-term investment decisions, maintaining a 'hold' position based on broader company fundamentals.

Keywords

Klaviyo, KVYO, Andrew Bialecki, Insider Sale, 10b5-1 Plan, Executive Stock Sale, Series A Common Stock, Series B Common Stock, Director, Co-CEO