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KVYO CEO converts Series B and sells 163,331 Series A shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Klaviyo (KVYO) CEO, director, and 10% owner Andrew P. Bialecki reported a planned trade under a Rule 10b5-1 plan. On 10/14/2025, he converted 163,331 shares of Series B Common Stock into Series A Common Stock, then sold 163,331 Series A shares at a weighted average price of $24.37, with trades ranging from $23.67 to $24.655.

Following the transaction, his directly held Series A balance was 0 shares. He reports continuing direct ownership of Series B Common Stock convertible into 74,133,406 shares of Series A. He also reports indirect holdings of Series B convertible into 7,517,410, 517,006, 517,006, and 43,218 Series A shares via family trusts and spouse, as disclosed.

Positive

  • None.

Negative

  • None.
Insider Bialecki Andrew
Role Chief Executive Officer
Sold 163,331 shs ($3.98M)
Type Security Shares Price Value
Conversion Series B Common Stock 163,331 $0.00 --
Conversion Series A Common Stock 163,331 $0.00 --
Sale Series A Common Stock 163,331 $24.37 $3.98M
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 — 74,133,406 shares (Direct); Series A Common Stock — 163,331 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)
  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 $23.67 to $24.655 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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bialecki Andrew
(Last) (First) (Middle)
C/O KLAVIYO, INC.
125 SUMMER STREET, 6TH FLOOR
(Street)
BOSTON MA 02110
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Klaviyo, Inc. [ KVYO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/14/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Series A Common Stock 10/14/2025 C(1) 163,331 A (2) 163,331 D
Series A Common Stock 10/14/2025 S(1) 163,331 D $24.37(3) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Common Stock (2) 10/14/2025 C(1) 163,331 (2) (2) Series A Common Stock 163,331 $0 74,133,406 D
Series B Common Stock (2) (2) (2) Series A Common Stock 7,517,410 7,517,410 I By The Andrew P. Bialecki Grantor Retained Annuity Trust I of 2023(4)
Series B Common Stock (2) (2) (2) Series A Common Stock 517,006 517,006 I By The Elizabeth L. Bialecki Irrevocable GST Trust of 2023(5)
Series B Common Stock (2) (2) (2) Series A Common Stock 517,006 517,006 I By The Andrew P. Bialecki Irrevocable GST Trust of 2023(6)
Series B Common Stock (2) (2) (2) Series A Common Stock 43,218 43,218 I By spouse
Explanation of Responses:
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.
2. 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.
3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $23.67 to $24.655 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.
4. 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.
5. 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.
6. 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.
Remarks:
/s/ Landon Edmond, Attorney-in-Fact 10/16/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did KVYO’s CEO report on Form 4?

Andrew P. Bialecki converted 163,331 Series B into Series A and sold 163,331 Series A shares on 10/14/2025.

At what price were the KVYO shares sold?

The weighted average sale price was $24.37, with trades from $23.67 to $24.655.

Was the KVYO trade under a 10b5-1 plan?

Yes. The trade was pursuant to a Rule 10b5-1 trading plan adopted on May 20, 2025.

How many KVYO Series A shares does the CEO hold directly after the sale?

Directly held Series A shares were 0 following the reported transactions.

What are the CEO’s remaining KVYO holdings via Series B?

Direct Series B holdings are convertible into 74,133,406 Series A shares; additional indirect Series B holdings are convertible into 7,517,410, 517,006, 517,006, and 43,218 Series A shares.

What roles does the reporting person hold at KVYO?

He is listed as Chief Executive Officer, Director, and 10% Owner.