Bialecki Andrew 4
4 · Klaviyo, Inc. · Filed Jan 29, 2026
Research Summary
AI-generated summary of this filing
Klaviyo (KVYO) CEO Andrew Bialecki Sells Converted Shares
What Happened
- Andrew Bialecki, CEO of Klaviyo (KVYO), converted 155,219 shares of Series B common stock into Series A common stock and sold all 155,219 shares on Jan 27, 2026. The sales consisted of 150,689 shares at a weighted-average price of $25.34 (proceeds $3,818,459) and 4,530 shares at a weighted-average price of $24.94 (proceeds $112,978), for total proceeds of approximately $3,931,437. The conversion is reported at $0.00 because it was a stock conversion (derivative conversion), not a cash purchase.
Key Details
- Transaction date: January 27, 2026; Form 4 filed January 29, 2026 (appears within the typical 2-business-day reporting window).
- Sales: 150,689 shares at a weighted avg $25.34 (range $25.01–$26.00) and 4,530 shares at a weighted avg $24.94 (range $24.82–$25.00).
- Conversion: 155,219 derivative shares converted into common stock (Series B → Series A) and then sold.
- Total proceeds from sales: ~$3.93 million.
- Plan/authorization: Transactions were effected under a Rule 10b5-1 trading plan adopted May 20, 2025 (F1).
- Ownership notes: Several holdings are reported as held by trusts (F5–F7) of which Bialecki is trustee; he disclaims beneficial ownership of those shares except to the extent of any pecuniary interest. The filing extract provided does not list Bialecki’s total shares owned after these transactions.
Context
- This was a conversion of convertible Series B shares followed by open-market sales — not a cash purchase or option exercise for which cashless sale context would apply. Conversions like this often involve no cash outlay (hence $0.00 conversion price) and then disposition of the resulting common shares.
- The trades were made under a prearranged 10b5-1 plan, which is commonly used to execute routine, pre-scheduled insider trades and should not be read as a direct signal of new company views.
Insider Transaction Report
Form 4
Klaviyo, Inc.KVYO
Bialecki Andrew
DirectorCo-Chief Executive Officer10% Owner
Transactions
- Conversion
Series A Common Stock
[F1][F2]2026-01-27+155,219→ 155,219 total - Sale
Series A Common Stock
[F1][F3]2026-01-27$25.34/sh−150,689$3,818,459→ 4,530 total - Sale
Series A Common Stock
[F1][F4]2026-01-27$24.94/sh−4,530$112,978→ 0 total - Conversion
Series B Common Stock
[F2][F1]2026-01-27−155,219→ 68,950,945 total→ Series A Common Stock (155,219 underlying)
Holdings
- 7,517,410(indirect: By Trust)
Series B Common Stock
[F2][F5]→ Series A Common Stock (7,517,410 underlying) - 517,006(indirect: By Trust)
Series B Common Stock
[F2][F6]→ Series A Common Stock (517,006 underlying) - 517,006(indirect: By Trust)
Series B Common Stock
[F2][F7]→ Series A Common Stock (517,006 underlying) - 43,218(indirect: By Spouse)
Series B Common Stock
[F2]→ Series A Common Stock (43,218 underlying)
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 $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.
- [F4]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.
- [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.
Signature
/s/ Landon Edmond, Attorney-in-Fact|2026-01-29