Klaviyo insider report: 226,702 shares sold; 3.5M gifted and converted
Rhea-AI Filing Summary
Andrew P. Bialecki, Chief Executive Officer and director of Klaviyo, Inc. (KVYO), reported multiple transactions on August 26 and August 28, 2025. On August 26 he converted 226,702 shares of Series B into Series A and sold 216,433 shares at a weighted average price of $31.51 and 10,269 shares at a weighted average price of $31.21. On August 28 he converted 3,500,000 Series B shares into Series A and directed a bona fide gift of those 3,500,000 shares to a donor-advised fund; those gifted shares are subject to a 60-day lock-up following August 13, 2025. The August 26 trades were effected under a Rule 10b5-1 trading plan adopted May 20, 2025. The filing discloses various indirect holdings held in trusts and by his spouse, and includes certifications and signatures by an attorney-in-fact.
Positive
- Transactions effected under a Rule 10b5-1 plan, indicating pre-scheduled sales adopted May 20, 2025
- Full disclosure of conversion mechanics from Series B to Series A upon transfer is provided
- Gift to donor-advised fund documented with details on conversion and lock-up
Negative
- Insider sold 226,702 shares on August 26, 2025, at weighted-average prices around $31.21–$31.51
- Directed gift of 3,500,000 shares reduced the reporting person’s direct economic ownership (converted to Series A upon transfer)
Insights
TL;DR: CEO executed planned sales and a large gift that converted preferred shares into common stock and remains subject to a short lock-up.
The filing shows both Rule 10b5-1 plan-driven sales and a substantial directed gift of 3,500,000 shares to a donor-advised fund that automatically converted Series B into Series A upon transfer. The sales on August 26 totaled 226,702 shares at weighted-average prices in the low $31 range, executed under a pre-established trading plan, which indicates pre-planned liquidity rather than opportunistic insider selling. The separate August 28 transactions reflect a conversion plus an immediate charitable disposition that reduced economic ownership while triggering conversion mechanics in the company charter. Disclosed indirect holdings remain via multiple trusts and spouse ownership, with customary disclaimers regarding Section 16 beneficial ownership.
TL;DR: Transactions are transparent and documented; gift and lock-up details are notable for governance review.
The report provides required disclosure of director/CEO activity including use of a 10b5-1 plan and the mechanics of converting Series B to Series A upon transfer. The 3,500,000-share gift to a donor-advised fund and the stated 60-day lock-up period are governance-relevant items: they affect immediate beneficial ownership and potential short-term float but are documented with conversion and lock-up language. Trust holdings and claimed disclaimers are properly noted. All material mechanics and prices reported are explicit in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 3,500,000 | $0.00 | -- |
| Conversion | Series A Common Stock | 3,500,000 | $0.00 | -- |
| Gift | Series A Common Stock | 3,500,000 | $0.00 | -- |
| Conversion | Series B Common Stock | 226,702 | $0.00 | -- |
| Conversion | Series A Common Stock | 226,702 | $0.00 | -- |
| Sale | Series A Common Stock | 216,433 | $31.51 | $6.82M |
| Sale | Series A Common Stock | 10,269 | $31.21 | $320K |
| 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 $31.225 to $32.22 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 $31.17 to $31.22 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 Reporting Person directed the transfer of 3,500,000 shares of their Series B Common Stock in connection with a bona fide gift to a donor-advised fund, resulting in the automatic conversion of the shares into Series A Common Stock upon execution of the transfer pursuant to the Issuer's certificate of incorporation. Represents a bona fide gift of 3,500,000 shares of stock from the Reporting Person to a donor-advised fund. The Reporting Person directed the transfer of 3,500,000 shares of their Series B Common Stock, resulting in the automatic conversion of the shares into Series A Common Stock upon execution of the transfer pursuant to the Issuer's certificate of incorporation. These shares remain subject to a lock-up agreement for a period of 60 days following August 13, 2025, as required pursuant to a lock-up agreement the Reporting Person entered into with the underwriter in connection with a registered stock offering. 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.
