Bialecki Andrew 4
4 · Klaviyo, Inc. · Filed May 14, 2026
Research Summary
AI-generated summary of this filing
Klaviyo CEO Andrew Bialecki Sells 200,000 Shares
What Happened
Andrew Bialecki, CEO of Klaviyo (KVYO), sold a total of 200,000 shares in open-market transactions on May 12, 2026 for aggregate proceeds of approximately $2,921,928. The sales were reported as two blocks: 58,684 shares at a weighted average price of $14.97 (sales ranged $14.74–$15.73) for $878,499, and 141,316 shares at a weighted average price of $14.46 (sales ranged $14.30–$14.73) for $2,043,429. The Form 4 also records conversion entries totaling 400,000 shares of a derivative security (Series B Common Stock convertible into Series A Common Stock) showing conversion activity with no cash proceeds reported.
Key Details
- Transaction date: May 12, 2026; Form 4 filed May 14, 2026 (timely filing).
- Open-market sales: 58,684 shares @ weighted avg $14.97 (range $14.74–$15.73); 141,316 shares @ weighted avg $14.46 (range $14.30–$14.73). Total proceeds ≈ $2.92M.
- Derivative conversions: two conversion entries of 200,000 shares each (Series B → Series A) reported with no cash proceeds. See footnote explaining Series B converts 1:1 to Series A.
- 10b5-1 plan: Sales were made pursuant to a Rule 10b5-1 trading plan adopted May 20, 2025.
- Trust holdings: Filing notes certain shares are held in trusts (Reporting Person or spouse serves as trustee) and the Reporting Person disclaims beneficial ownership of those trust-held shares except to the extent of any pecuniary interest.
- Shares owned after transaction: Not specified in the filing.
Context
- The open-market sales were executed under a pre-established 10b5-1 plan, which is a common mechanism executives use to sell shares on a preset schedule and typically indicates pre-planned disposition rather than opportunistic trading.
- The conversion entries reflect Series B common stock being converted into Series A common stock (per the certificate of incorporation) and are non‑cash reclassifications/transfers rather than purchases or cash sales.
- These are sales (not purchases); retail investors commonly view purchases as a stronger signal of insider confidence, while sales can be routine liquidity events—especially when done under a 10b5-1 plan.
Insider Transaction Report
Form 4
Klaviyo, Inc.KVYO
Bialecki Andrew
DirectorCo-Chief Executive Officer10% Owner
Transactions
- Conversion
Series A Common Stock
[F1][F2]2026-05-12+200,000→ 200,000 total - Sale
Series A Common Stock
[F1][F3]2026-05-12$14.97/sh−58,684$878,499→ 141,316 total - Sale
Series A Common Stock
[F1][F4]2026-05-12$14.46/sh−141,316$2,043,429→ 0 total - Conversion
Series B Common Stock
[F2][F1]2026-05-12−200,000→ 67,144,118 total→ Series A Common Stock (200,000 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 $14.74 to $15.73 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 $14.30 to $14.73 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|2026-05-14