Klaviyo (KVYO) co-CEO logs 200K-share sale under 10b5-1 plan while retaining big stake
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Klaviyo, Inc. Co-CEO Andrew Bialecki reported an exercise-and-sell transaction involving 200,000 shares. On May 19, 2026, he converted 200,000 shares of Series B Common Stock into Series A Common Stock, then sold 200,000 Series A shares in open-market trades at a weighted average price of $14.88 per share, with individual sales between $14.68 and $15.41 per share.
These trades were executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 20, 2025. After the transactions, Bialecki reports 66,944,118 shares of Series B Common Stock held directly, plus additional Series B shares held indirectly through family trusts and a grantor retained annuity trust, for which he disclaims beneficial ownership except for any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Net Seller: 200,000 shares ($2,976,000)
Net Sell
7 txns
Insider
Bialecki Andrew
Role
Co-Chief Executive Officer
Sold
200,000 shs ($2.98M)
| 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 | $14.88 | $2.98M |
| 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 — 66,944,118 shares (Direct, null);
Series A Common Stock — 200,000 shares (Direct, null);
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 $14.68 to $15.41 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 sold: 200,000 shares
Weighted average sale price: $14.88 per share
Sale price range: $14.68–$15.41 per share
+4 more
7 metrics
Shares sold
200,000 shares
Series A Common Stock sold on May 19, 2026
Weighted average sale price
$14.88 per share
Open-market sales of Series A Common Stock
Sale price range
$14.68–$15.41 per share
Range of prices for the 200,000 Series A shares sold
Direct Series B holdings
66,944,118 shares
Series B Common Stock held directly after transactions
Spouse-held Series B
43,218 shares
Series B Common Stock held by spouse
Irrevocable GST trusts’ Series B
517,006 shares each
Series B held by two 2023 irrevocable GST trusts
GRAT Series B holdings
7,517,410 shares
Series B held by the 2023 Grantor Retained Annuity Trust
Key Terms
Rule 10b5-1 trading plan, Grantor Retained Annuity Trust, Irrevocable GST Trust, Section 16 beneficial ownership, +2 more
6 terms
Rule 10b5-1 trading plan regulatory
"These 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.
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..."
Section 16 beneficial ownership regulatory
"The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest..."
Series B Common Stock financial
"Each share of the Issuer's Series B Common Stock, par value $0.001 per share..."
Series A Common Stock financial
"is convertible at any time at the option of the holder 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.
FAQ
What did Klaviyo (KVYO) Co-CEO Andrew Bialecki report in this Form 4?
Andrew Bialecki reported converting 200,000 shares of Series B Common Stock into Series A and selling 200,000 Series A shares. The sale used a weighted average price of $14.88 per share, with trades between $14.68 and $15.41.