KVYO CEO executes 10b5-1 sales of 159,508 converted shares
Rhea-AI Filing Summary
Andrew Bialecki, Klaviyo CEO, reported transactions under a Rule 10b5-1 trading plan executed on 10/07/2025. The report shows a conversion of 159,508 shares of Series B into Series A common stock followed by sales of those shares in multiple transactions at weighted average prices in the <$25.07–$25.32> range. After the reported sales, the filing indicates 0 direct shares beneficially owned by the reporting person.
The filing lists additional indirect holdings via trusts and spouse-controlled accounts totaling 8,594,640 Series A-equivalent shares across several trust and spouse relationships, with explicit disclaimers about Section 16 beneficial ownership limits. The transactions were effected pursuant to a 10b5-1 plan adopted on 5/20/2025.
Positive
- Transactions executed under a documented 10b5-1 trading plan, indicating pre-planned execution
- Conversion of 159,508 Series B shares into Series A shares was completed as disclosed
- Material indirect holdings retained through trusts and spouse accounts (millions of shares)
Negative
- Direct beneficial ownership reduced to 0 following conversion and sales of 159,508 shares
- Sales executed at prices ranging from $24.95 to $26.13, indicating significant insider liquidity
Insights
Insider used a pre-established 10b5-1 plan to convert and fully sell direct holdings.
The reporting person executed a plan adopted on 5/20/2025 to convert 159,508 Series B shares into Series A and then sell those shares across multiple trades at weighted average prices near $25 per share. Using a documented trading plan helps demonstrate an affirmative defense under Rule 10b5-1.
The filing also shows substantial indirect holdings through trusts and spouse accounts (totaling millions of shares), which remain in place; monitor formal disclosures if trust ownership or trustee roles change in upcoming filings within the next year.
Net effect: direct beneficial ownership reduced to zero while indirect holdings remain substantial.
The conversion plus sales removed 159,508 directly held shares from the reporting person's direct ownership, with sales executed across price ranges of $24.95 to $26.13 per share as disclosed. Large insider sales executed under a 10b5-1 plan can increase available float and may be noticed by market participants.
Watch for any further Form 4 filings or amendments within 30–90 days that disclose additional sales, plan terminations, or changes to indirect holdings; price ranges provided allow calculation of gross proceeds if needed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 159,508 | $0.00 | -- |
| Conversion | Series A Common Stock | 159,508 | $0.00 | -- |
| Sale | Series A Common Stock | 144,890 | $25.32 | $3.67M |
| Sale | Series A Common Stock | 14,618 | $25.07 | $366K |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
Footnotes (1)
- These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 20, 2025. Each share of the Issuer's Series B Common Stock, par value $0.001 per share ("Series B Common Stock"), is convertible at any time at the option of the holder into one share of the Issuer's Series A Common Stock, par value $0.001 per share ("Series A Common Stock"), and will automatically convert into one share of Series A Common Stock upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation. The Series B Common Stock has no expiration date. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.135 to $26.13 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $24.95 to $25.13 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Shares held by the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023, of which the Reporting Person serves as trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Shares held by the Elizabeth L. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person serves as a trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. Shares held by the Andrew P. Bialecki Irrevocable GST Trust of 2023, of which the Reporting Person's spouse serves as a trustee. The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose.
