Klaviyo insider trades: Bialecki sells 211,358 shares under 10b5-1 plan
Rhea-AI Filing Summary
Andrew Bialecki, CEO and director of Klaviyo, Inc. (KVYO), reported transactions dated 09/23/2025. The filing notes the acquisition of 211,358 shares of Series A Common Stock pursuant to conversion of Series B Common Stock and the sale of 181,553 shares at a weighted average price of $35.52 (sales priced between $35.025 and $36.02) plus an additional sale of 29,805 shares at a weighted average price of $35.01 (sales priced between $35.00 and $35.02). The transactions were effected under a Rule 10b5-1 trading plan adopted May 20, 2025. Footnotes identify several trust holdings for which the reporting person disclaims beneficial ownership except to the extent of pecuniary interest.
Positive
- Sales executed under a Rule 10b5-1 trading plan, which documents pre-arranged trading and reduces concerns about opportunistic timing
- Acquisition via conversion of 211,358 Series B into Series A shares clearly disclosed with conversion mechanics explained
Negative
- Insider sold a total of 211,358 shares on 09/23/2025, which is a sizable disposition by an executive
- Sales occurred at mid-$30s prices (weighted averages $35.52 and $35.01), potentially increasing share supply in the market that day
Insights
TL;DR: Significant insider sales occurred under a pre-established 10b5-1 plan; net effect is a large block moved at mid-$30s prices.
The report shows the CEO executed multiple sales totaling 211,358 shares on 09/23/2025 at weighted average prices in the low $35 range, while also recording an acquired position of 211,358 Series A shares from conversion of Series B stock. Because the sales were made pursuant to a 10b5-1 plan adopted May 20, 2025, timing likely follows a pre-set schedule rather than discretionary trading. The disclosed volumes are meaningful relative to an individual insider position and could influence near-term float and supply, though the filing does not state total outstanding shares or percentage ownership to assess exact market impact.
TL;DR: Transactions are documented and accompanied by standard trust disclaimers; 10b5-1 adoption reduces governance concerns about opportunistic timing.
The filing clearly states the trades were executed pursuant to a Rule 10b5-1 plan, which is a governance best practice for pre-planned insider sales. The report also discloses multiple trust arrangements and contains standard disclaimers regarding Section 16 beneficial ownership. There is no indication in the filing of any amendment, acceleration, or exceptions to the plan, and no allegations or regulatory flags are present in this document.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 211,358 | $0.00 | -- |
| Conversion | Series A Common Stock | 211,358 | $0.00 | -- |
| Sale | Series A Common Stock | 181,553 | $35.52 | $6.45M |
| Sale | Series A Common Stock | 29,805 | $35.01 | $1.04M |
| 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 $35.025 to $36.02 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 $35.00 to $35.02 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.
