Klaviyo insider plans sale of 2.33M shares via Morgan Stanley

Rhea-AI Filing Summary

Klaviyo, Inc. (KVYO) Form 144 notice reports a proposed sale of 2,333,334 shares of common stock through Morgan Stanley Smith Barney, with an aggregate market value of $73,663,354.38. The shares represent approximately 2.0% of the 116,897,730 shares outstanding and are scheduled for sale on 08/26/2025 on the NYSE. The securities were acquired on 05/14/2025 through previously exercised stock options and were paid for in cash. The filing also discloses a prior sale by Andrew Bialecki of 100,000 shares on 06/17/2025 for $3,441,330.00. The filer affirms no undisclosed material adverse information and includes broker contact details for the planned sale.

Positive

• Full disclosure of acquisition method, payment, broker, and planned sale date consistent with Rule 144 requirements
• Securities were acquired by exercise of options, indicating monetization of compensation rather than a transfer from an outside party
• Sale will be executed through a major broker (Morgan Stanley Smith Barney), suggesting orderly market handling

Negative

• Large proposed sale of 2,333,334 shares equals ~2.0% of outstanding, which is sizable insider liquidity
• Recent prior sale of 100,000 shares on 06/17/2025 may indicate ongoing insider selling activity

Insights

Securities Analyst

TL;DR: Insider intends to sell ~2.0% of outstanding shares; transaction stems from recent option exercise and appears routine.

The proposed sale of 2,333,334 shares (about 2.0% of outstanding) is sizable but below thresholds that typically indicate a control change or forced liquidity event. Shares were acquired via exercised options on 05/14/2025 and are to be sold through a major broker, suggesting standard monetization rather than an operational red flag. A recent prior sale of 100,000 shares on 06/17/2025 shows additional insider liquidity. For investors, this is material disclosure of insider activity but does not, by itself, provide evidence of company performance change.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Rule 144 and transparent disclosure of insider sales and option exercises.

The Form 144 includes required details: acquisition date, nature of acquisition (previously exercised options), payment method, broker, and past three-month sales. The signer’s attestation that no undisclosed material adverse information exists aligns with compliance norms. Repeated insider sales in a short period merit governance monitoring, but the filing shows procedural adherence to disclosure and trading-plan requirements.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2333334	73663354.38	116897730	08/26/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/14/2025	Previously Exercised Stock Options	Issuer			2333334	05/14/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
ANDREW BIALECKI 125 Summer Street, 6th Floor Boston MA 02110	Common	06/17/2025	100000	3441330.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares does the KVYO Form 144 report say will be sold?

The notice reports a proposed sale of 2,333,334 common shares of Klaviyo, Inc.

Who is the broker handling the proposed KVYO sale?

The sale is to be handled by Morgan Stanley Smith Barney LLC, Executive Financial Services.

When were the securities acquired and how were they acquired?

The shares were acquired on 05/14/2025 through previously exercised stock options and paid for in cash.

What is the aggregate market value and percentage of outstanding shares being sold?

Aggregate market value is $73,663,354.38, representing approximately 2.0% of the 116,897,730 shares outstanding.

Has the seller made sales of KVYO shares recently?

Yes, the filing discloses a sale by Andrew Bialecki of 100,000 shares on 06/17/2025 for $3,441,330.00.