Klaviyo, Inc.

KVYO

Form 4 • Statement of Changes in Beneficial Ownership

SEC Accession Number: 0001470831-26-000247
Filing date: Mar 5, 2026
Earliest execution date: Mar 3, 2026
Reporting Owners: Bialecki Andrew (CEO)

Summary

Type

Sell

Net shares

-200,000

% of shares

-100.00%

Amount (USD)

$3,727,861

Insider confidence score

8.8 out of 100

Positive

  • Under Rule 10b5-1 trading plan

Negative

  • Extreme scheduled sell (≥25% of shares)
  • Very large sell amount ($1M+)

Stock transactions

Transaction 1

Security

Series A Common Stock

Action

Exercise

Date

2026-03-03

Code

C

Net shares

+200,000.0

Acquired/Disposed

Acquired

Shares Owned Before

0.0

Shares Owned After

200,000.0

Transaction 2

Security

Series A Common Stock

Action

Sell

Date

2026-03-03

Code

S

Net shares

-154,022.0

Price per Share

$18.86

Amount (USD)

$2,904,854.92

Acquired/Disposed

Disposed

Shares Owned Before

200,000.0

Shares Owned After

45,978.0

Transaction 3

Security

Series A Common Stock

Action

Sell

Date

2026-03-03

Code

S

Net shares

-45,978.0

Price per Share

$17.90

Amount (USD)

$823,006.20

Acquired/Disposed

Disposed

Shares Owned Before

45,978.0

Shares Owned After

0.0

Derivative Transactions

Transaction 1

Security

Series B Common Stock

Action

Exercise

Date

2026-03-03

Code

C

Net shares

-200,000.0

Acquired/Disposed

Disposed

Shares Owned Before

68,750,945.0

Shares Owned After

68,550,945.0

Filing's 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.

2. 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.

3. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.22 to $19.21 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.

4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $17.52 to $18.21 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.

5. 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.

6. 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.

7. 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.

ℹ️ Filed under Rule 10b5-1 trading plan

This page is for informational purposes only. While we strive for accuracy, the summary may contain inaccuracies or omissions. Please refer to the official SEC filing for authoritative information. Open the SEC filing.