KVYO Form 4: CEO Converts and Sells 223,304 Shares at ~$31 Each
Rhea-AI Filing Summary
Andrew P. Bialecki, Klaviyo, Inc. director, CEO and reported 10% owner, effected transactions on 09/02/2025 under a Rule 10b5-1 trading plan adopted May 20, 2025. He converted 223,304 shares of Series B common stock into Series A common stock and subsequently sold the converted shares in two sets of transactions: 128,877 shares at a weighted average price of $31.18 (sales ranged $30.88–$31.87) and 94,427 shares at a weighted average price of $30.76 (sales ranged $30.61–$30.87), resulting in 0 direct Series A shares remaining from this block. The Form 4 discloses additional indirect holdings of Series A shares held in several family trusts and by a spouse where the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- Transactions executed under a Rule 10b5-1 plan, adopted May 20, 2025, which indicates pre-authorized trading
- Full disclosure of trustee and trust holdings with standard disclaimers regarding Section 16 beneficial ownership
Negative
- Material insider sales totaling 223,304 shares sold on 09/02/2025, which represent a significant disposition by a 10% owner and the CEO
- Weighted average sale prices ranged approximately $30.61 to $31.87, which may be perceived negatively by some investors despite 10b5-1 plan context
Insights
TL;DR: CEO sold 223,304 converted shares under a pre-established 10b5-1 plan, realizing proceeds near $31 per share; no direct shares remained from that block.
The transactions were executed pursuant to a Rule 10b5-1 plan adopted May 20, 2025, which indicates pre-authorized sales rather than ad hoc trading. The Form 4 shows a full conversion of 223,304 Series B shares and subsequent disposition in two tranches at weighted average prices of $31.18 and $30.76. For investors, these sales are material in size but accompanied by the 10b5-1 disclosure, which reduces the implication of opportunistic insider timing. The filing also lists substantial indirect holdings via multiple trusts and a spouse, which may be relevant when assessing total insider exposure.
TL;DR: Large insider sales were reported but were conducted under a documented 10b5-1 plan and accompanied by standard trust disclaimers.
The report appropriately discloses the reporting person's roles (Director, CEO, 10% owner) and identifies the transactions as covered by a Rule 10b5-1 plan adopted on May 20, 2025. The explanatory footnotes clarify conversions of Series B to Series A and state trustee relationships for several trusts holding Series A shares, with standard disclaimers of Section 16 beneficial ownership except for any pecuniary interest. The mechanics and disclosures comply with Form 4 requirements; governance reviewers will note the combination of role and volume but also the 10b5-1 context.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series B Common Stock | 223,304 | $0.00 | -- |
| Conversion | Series A Common Stock | 223,304 | $0.00 | -- |
| Sale | Series A Common Stock | 128,877 | $31.18 | $4.02M |
| Sale | Series A Common Stock | 94,427 | $30.76 | $2.90M |
| 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 $30.88 to $31.87 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 $30.61 to $30.87 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.
