Bialecki Andrew 4

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.