KVYO insider Andrew Bialecki converts and sells 226,382 shares at ~$32
Rhea-AI Filing Summary
Andrew Bialecki, Klaviyo, Inc. Chief Executive Officer and a >10% owner, reported transactions in the company’s common stock executed under a Rule 10b5-1 trading plan. On 09/16/2025 the reporting person converted 226,382 shares of Series B common stock into Series A common stock and sold a total of 226,382 Series A shares in two blocks: 140,921 shares at a weighted average price of $32.71 and 85,461 shares at a weighted average price of $31.76. The Form 4 lists various indirect holdings through trusts and shows transfers and ownership details for those trusts. The filing was submitted by an attorney-in-fact.
Positive
- Transactions executed under a Rule 10b5-1 plan, indicating pre-established trading instructions adopted May 20, 2025
- Clear disclosure of conversions and trust holdings, including transfers from the grantor retained annuity trust
Negative
- Insider sales of 226,382 Series A shares represent notable insider liquidity that investors may view negatively
- Weighted-average sale prices ($32.71 and $31.76) show realized insider sales within a narrow price range
Insights
TL;DR: Insider sales were executed under a pre-established 10b5-1 plan; conversion and trust holdings are disclosed, preserving disclosure compliance.
The report documents that the CEO used a Rule 10b5-1 trading plan adopted May 20, 2025, to convert Series B shares into Series A and sell 226,382 shares in two tranches at weighted average prices of $32.71 and $31.76. The filing clearly discloses indirect holdings through multiple trusts and includes customary disclaimers of beneficial ownership for certain trust-held shares. From a governance perspective, the use of a 10b5-1 plan reduces the likelihood of claims of opportunistic timing, while the detailed trust disclosures help clarify beneficial ownership boundaries.
TL;DR: Material insider selling occurred but was structured via an established trading plan; transaction sizes and prices are explicitly reported.
The Form 4 shows a conversion of 226,382 Series B shares into Series A and subsequent sales of the same total amount across two sets of transactions: 140,921 shares at a weighted average of $32.71 and 85,461 shares at a weighted average of $31.76. The report also notes a transfer of 4,428,420 Series B shares previously moved from an annuity trust to the reporting person. These explicit figures allow investors to quantify insider liquidity on that date without requiring inference beyond the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 226,382 | $0.00 | -- |
| Conversion | Series A Common Stock | 226,382 | $0.00 | -- |
| Sale | Series A Common Stock | 140,921 | $32.71 | $4.61M |
| Sale | Series A Common Stock | 85,461 | $31.76 | $2.71M |
| 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 $32.02 to $33.01 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 $31.32 to $32.01 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. Reflects 4,428,420 shares of Series B Common Stock previously transferred from the Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023 to the Reporting Person. 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.
