Klaviyo insider sale: 220,481 shares sold under 10b5-1 plan
Rhea-AI Filing Summary
Andrew P. Bialecki, Klaviyo, Inc. CEO, director and reported 10% owner, effected transactions on 09/09/2025 under a Rule 10b5-1 plan adopted May 20, 2025. The reporting person caused the conversion/acquisition of 220,481 shares of Series B Common Stock and the subsequent sale of 220,481 shares of Series A Common Stock at a weighted average price of $31.96 per share. The filing discloses various indirect holdings through trusts and lists total Series A Common Stock reported following the transactions as 70,602,789 shares directly and additional indirect holdings through identified trusts.
Positive
- Transactions were executed under a Rule 10b5-1 plan, indicating a pre-established, documented trading arrangement
- Substantial reported aggregate holdings remain with 70,602,789 shares of Series A Common Stock listed as direct ownership following the transactions
Negative
- Sale of 220,481 shares on 09/09/2025 at a weighted average price of $31.96 reduced the specific converted lot to zero direct shares reported in Table I
Insights
TL;DR: Insider executed preplanned sale of 220,481 shares at ~$31.96 under a 10b5-1 plan; substantial aggregate holdings remain.
The Form 4 shows a conversion and immediate sale on 09/09/2025 pursuant to a Rule 10b5-1 trading plan adopted May 20, 2025. The reporting person sold 220,481 shares at a weighted average price of $31.96. The filing also lists substantial remaining direct Series A holdings of 70,602,789 shares and several indirect trust holdings. For investors, this is a routine disclosure of an executed 10b5-1 plan rather than an unscheduled open-market sale.
TL;DR: Transaction appears compliant with governance norms: conversion, then sale under documented 10b5-1 plan.
The report identifies the transactions as effected pursuant to a documented Rule 10b5-1 plan, which provides an affirmative defense to insider trading allegations when conditions are met. The filing also includes customary disclaimers regarding beneficial ownership of trust-held shares and identifies the reporting person’s roles as CEO and director, and as a trustee for certain trusts holding shares.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 220,481 | $0.00 | -- |
| Conversion | Series A Common Stock | 220,481 | $0.00 | -- |
| Sale | Series A Common Stock | 220,481 | $31.96 | $7.05M |
| 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 $31.44 to $32.345 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.
FAQ
What did Andrew Bialecki report on Form 4 for KVYO?
When was the 10b5-1 plan adopted for these KVYO transactions?
Are there indirect holdings disclosed in the Form 4 for KVYO?
