Klaviyo (NYSE: KVYO) CEO sells Series A shares under Rule 10b5-1 plan
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Klaviyo Co-CEO Andrew Bialecki reported a planned stock sale under a Rule 10b5-1 trading plan. On January 27, 2026, he converted 155,219 shares of Series B Common Stock into 155,219 shares of Series A Common Stock at a conversion price of $0.
He then sold 150,689 Series A shares at a weighted average price of $25.34 and 4,530 Series A shares at a weighted average price of $24.94, leaving no Series A shares held directly afterward. He continues to hold 68,950,945 Series B shares directly, while additional Series B shares are held indirectly through several 2023 trusts and by his spouse, for which he disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 155,219 shares ($3,931,437)
Net Sell
8 txns
Insider
Bialecki Andrew
Role
Co-Chief Executive Officer
Sold
155,219 shs ($3.93M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 155,219 | $0.00 | -- |
| Conversion | Series A Common Stock | 155,219 | $0.00 | -- |
| Sale | Series A Common Stock | 150,689 | $25.34 | $3.82M |
| Sale | Series A Common Stock | 4,530 | $24.94 | $113K |
| 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 — 68,950,945 shares (Direct);
Series A Common Stock — 155,219 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)
- 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 $25.01 to $26.00 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 $24.82 to $25.00 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 insider transaction did Andrew Bialecki report for Klaviyo (KVYO)?
Andrew Bialecki reported converting 155,219 Klaviyo Series B shares into Series A, then selling all 155,219 Series A shares in two transactions on January 27, 2026, under a pre-established Rule 10b5-1 trading plan adopted on May 20, 2025.
At what prices did the Klaviyo (KVYO) CEO sell Series A stock on January 27, 2026?
Andrew Bialecki sold Klaviyo Series A shares at weighted average prices of $25.34 and $24.94. Footnotes explain these averages reflect multiple trades in ranges of $25.01–$26.00 and $24.82–$25.00 per share, with detailed breakdowns available upon request.
What is the relationship between Klaviyo Series A and Series B Common Stock?
Each share of Klaviyo Series B Common Stock is convertible at any time into one share of Series A Common Stock. Series B automatically converts into Series A upon certain events described in the company’s certificate of incorporation, and Series B has no expiration date.
Was the Klaviyo CEO’s stock sale part of a Rule 10b5-1 plan?
Yes. The filing states the transactions were executed under a Rule 10b5-1 trading plan adopted by Andrew Bialecki on May 20, 2025. Such plans pre-schedule trades, allowing executives to sell shares over time according to predefined instructions.