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

Klaviyo Co-Chief Executive Officer Andrew Bialecki sold 167,926 shares of Series A Common Stock on January 20, 2026, 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 January 20, 2026.
• The transactions involved the conversion of 167,926 shares of Series B Common Stock into an equal number of Series A Common Stock.
• Following the conversion, 167,926 shares of Series A Common Stock were sold in two separate transactions.
• 167,130 shares were sold at a weighted average price of $24.16 per share, with prices ranging from $23.48 to $24.46.
• An additional 796 shares were sold at a weighted average price of $23.29 per share, with prices ranging from $23.15 to $23.46.
• The total value of Series A Common Stock sold amounted to approximately $4,058,548.84.
• These transactions were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Bialecki on May 20, 2025.
• Following these transactions, Mr. Bialecki directly holds 0 shares of Series A Common Stock and 69,106,164 shares of Series B Common Stock.
• He also maintains significant indirect beneficial ownership of Series B Common Stock through various trusts and his spouse, totaling 8,084,640 shares.

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 timing. The executive retains substantial indirect holdings.

Positives

• The transactions were conducted under a Rule 10b5-1 trading plan, indicating pre-planning and reducing the perception of opportunistic insider trading.
• The reporting person continues to hold a substantial number of Series B Common Stock, both directly and indirectly through trusts, maintaining significant alignment with the company's long-term performance.

Negatives

• A significant sale of shares by a Co-CEO, Director, and 10% owner, even if pre-planned, reduces their direct equity stake in the company.

Future Outlook

This Form 4 filing reports past insider transactions and does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

Not applicable for this type of filing as it reports an individual's transaction, not company performance or industry trends.

Corporate Governance

Related Party Transactions

• Andrew Bialecki, Co-Chief Executive Officer, Director, and 10% Owner, sold shares of Klaviyo, Inc. Series A Common Stock.
• Indirect beneficial ownership of Series B Common Stock is held through various trusts (Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, Elizabeth L. Bialecki Irrevocable GST Trust of 2023, Andrew P. Bialecki Irrevocable GST Trust of 2023) and by spouse, where the reporting person or spouse serves as trustee. The reporting person disclaims Section 16 beneficial ownership of these shares except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders may interpret the sale of shares by a key executive as a signal, though the pre-arranged 10b5-1 plan mitigates concerns about opportunistic selling.
• The reduction in direct equity holdings by a Co-CEO could be viewed as a decrease in direct alignment with shareholder interests, despite continued significant indirect holdings.

Key Dates

Recommendation

The sale of shares by a Co-CEO, even under a pre-arranged 10b5-1 plan, is a data point for investors to consider. However, given it's a scheduled transaction and the executive retains substantial indirect holdings, it does not immediately signal a fundamental shift in the company's prospects that would warrant a strong buy or sell recommendation. Investors should monitor future filings and company performance.

Keywords

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