Klaviyo (KVYO) co-CEO converts, then sells 200,000 shares in 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Klaviyo, Inc. co‑CEO Andrew Bialecki converted and sold shares under a pre‑planned trading arrangement. On April 7, 2026, he converted 200,000 shares of Series B Common Stock into 200,000 shares of Series A Common Stock, then sold those 200,000 Series A shares in open‑market transactions at a weighted‑average price of $18.63 per share pursuant to a Rule 10b5‑1 trading plan adopted on May 20, 2025. Following the conversion, he held 67,544,118 shares of Series B Common Stock directly. Additional Series B shares are held indirectly through several 2023 trusts and by his spouse, for which he disclaims beneficial ownership except to any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 200,000 shares ($3,726,000)
Net Sell
7 txns
Insider
Bialecki Andrew
Role
Co-Chief Executive Officer
Sold
200,000 shs ($3.73M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 200,000 | $0.00 | -- |
| Conversion | Series A Common Stock | 200,000 | $0.00 | -- |
| Sale | Series A Common Stock | 200,000 | $18.63 | $3.73M |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
| holding | Series B Common Stock | -- | -- | -- |
Holdings After Transaction:
Series B Common Stock — 67,544,118 shares (Direct);
Series A Common Stock — 200,000 shares (Direct);
Series B Common Stock — 7,517,410 shares (Indirect, By The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023)
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 $18.31 to $18.94 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.
Key Figures
Shares converted: 200,000 shares
Shares sold: 200,000 shares
Weighted-average sale price: $18.63 per share
+5 more
8 metrics
Shares converted
200,000 shares
Series B to Series A conversion on April 7, 2026
Shares sold
200,000 shares
Series A open-market sale on April 7, 2026
Weighted-average sale price
$18.63 per share
Series A sales within $18.31–$18.94 range
Direct Series B holdings
67,544,118 shares
Shares of Series B Common Stock following conversion
Grantor Retained Annuity Trust underlying shares
7,517,410 underlying shares
Held by Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023
Elizabeth L. Bialecki GST Trust underlying shares
517,006 underlying shares
Held by Elizabeth L. Bialecki Irrevocable GST Trust of 2023
Andrew P. Bialecki GST Trust underlying shares
517,006 underlying shares
Held by Andrew P. Bialecki Irrevocable GST Trust of 2023
Spousal indirect holdings
43,218 underlying shares
Held by spouse as Series B tied to Series A shares
Key Terms
Rule 10b5-1 trading plan, Series A Common Stock, Series B Common Stock, Grantor Retained Annuity Trust, +2 more
6 terms
Rule 10b5-1 trading plan financial
"transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
Series A Common Stock financial
"Each share of the Issuer's Series B Common Stock ... is convertible ... into one share of the Issuer's Series A Common Stock"
Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.
Series B Common Stock financial
"Each share of the Issuer's Series B Common Stock, par value $0.001 per share"
Grantor Retained Annuity Trust financial
"Shares held by the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Irrevocable GST Trust financial
"Shares held by the Elizabeth L. Bialecki Irrevocable GST Trust of 2023"
weighted average price financial
"The price reported in Column 4 is a weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
FAQ
What insider transaction did Klaviyo (KVYO) co-CEO Andrew Bialecki report?
Andrew Bialecki reported converting 200,000 Series B shares into 200,000 Series A shares, then selling all 200,000 Series A shares in open-market transactions. These trades occurred on April 7, 2026 under a previously adopted Rule 10b5-1 trading plan.
What are the indirect Klaviyo (KVYO) holdings reported for Andrew Bialecki?
Indirect holdings include Series B shares corresponding to 7,517,410, 517,006, 517,006 and 43,218 underlying Series A shares held by 2023 trusts and his spouse. He disclaims beneficial ownership of these shares except for any pecuniary interest.