Klaviyo Co-CEO sells 200,000 shares after conversion
Klaviyo, Inc. director and Co-CEO Andrew Bialecki converted 200,000 shares of Series B Common Stock into 200,000 shares of Series A Common Stock and sold all of the resulting Series A shares in open-market transactions on April 14, 2026.
Rhea-AI Filing Summary
Klaviyo, Inc. director and Co-CEO Andrew Bialecki converted 200,000 shares of Series B Common Stock into 200,000 shares of Series A Common Stock and sold all of the resulting Series A shares in open-market transactions on April 14, 2026.
The sales, executed at weighted average prices around $17 per share, were carried out under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, Bialecki holds 67,344,118 shares of Series B Common Stock directly and has additional indirect interests through several 2023 trusts and shares held by his spouse.
Positive
- None.
Negative
- None.
Insider Trade Summary 10b5-1
Exercise and Sale: 200,000 shares ($3.44M approx. pre-tax spread)
Exercise and Sale
8 txns
Insider
Bialecki Andrew
Role
Co-Chief Executive Officer
Sold
200,000 shs ($3.44M)
Approx. gross sale proceeds
$3.44M
Approx. exercise cost
$0.00
Approx. pre-tax spread
$3.44M
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 200,000 | $0.00 | $0.00 |
| Conversion | Series A Common Stock | 200,000 | $0.00 | $0.00 |
| Sale | Series A Common Stock | 109,142 | $17.39 | $1.90M |
| Sale | Series A Common Stock | 90,858 | $16.94 | $1.54M |
| 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 — 67,344,118 contracts (Direct);
Series A Common Stock — 0 shares (Direct);
Series B Common Stock — 7,517,410 contracts (Indirect, By The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023);
Series B Common Stock — 517,006 contracts (Indirect, By The Elizabeth L. Bialecki Irrevocable GST Trust of 2023);
Series B Common Stock — 517,006 contracts (Indirect, By The Andrew P. Bialecki Irrevocable GST Trust of 2023);
Series B Common Stock — 43,218 contracts (Indirect, By spouse)
Footnotes (7)
- F1. 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.
- F2. 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.
- F3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $17.035 to $18.03 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.
- F4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $16.85 to $17.03 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.
- F5. 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.
- F6. 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.
- F7. 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 avg sale price (block 1): $17.39 per share
+5 more
8 metrics
Shares converted
200,000 shares
Series B to Series A conversion on April 14, 2026
Shares sold
200,000 shares
Total Series A shares sold in open-market transactions
Weighted avg sale price (block 1)
$17.39 per share
109,142 Series A shares; trades from $17.035–$18.03
Weighted avg sale price (block 2)
$16.94 per share
90,858 Series A shares; trades from $16.85–$17.03
Direct Series B holdings
67,344,118 shares
Series B Common Stock held directly after transactions
Indirect GRAT holdings
7,517,410 shares
Series B underlying shares in Grantor Retained Annuity Trust I of 2023
Indirect GST trust holdings
517,006 shares
Series B underlying shares in each 2023 Irrevocable GST Trust
Spouse indirect holdings
43,218 shares
Series B underlying shares held by spouse
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
"These transactions were effected by the Reporting Person pursuant to a Rule 10b5-1 trading plan..."
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... 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..."
Section 16 beneficial ownership financial
"The Reporting Person disclaims Section 16 beneficial ownership of such shares except to the extent of his pecuniary interest..."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
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 200,000 Series A shares, then selling all 200,000 Series A shares in open-market transactions. These transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted in May 2025.
Were Andrew Bialecki’s Klaviyo (KVYO) sales pre-planned under a Rule 10b5-1 plan?
Yes. The filing states the transactions were effected under a Rule 10b5-1 trading plan adopted on May 20, 2025. Such plans allow insiders to schedule trades in advance, helping separate routine liquidity moves from discretionary market-timed decisions.
What is the relationship between Klaviyo (KVYO) Series A and Series B Common Stock?
Each share of Series B Common Stock is convertible at any time into one share of Series A Common Stock at the holder’s option. Series B also automatically converts into Series A upon certain events specified in Klaviyo’s certificate of incorporation and has no expiration date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
