A securities class action has been filed in the USDC – S.D.FL. against KnowBe4, Inc. (KNBE) (“KnowBe4 ” or the “Company”), on behalf of public holders of KnowBe4 common stock (the “UnaffiliatedStockholders”) as of the December 7, 2022 record date (the “Record Date”) that were entitled to vote on the “take-private” acquisition (the “Merger”) by Vista Equity Partners Management, LLC and its affiliates (collectively, “Vista”); and On behalf of all other persons or entities that sold shares of KnowBe4 common stock from the October 12, 2022, announcement date through the February 1, 2023 close of the Merger), including those who sold shares into the Merger. 

KnowBe4, Inc. is a Delaware corporation headquartered in Clearwater, Florida. KnowBe4, which prior to the Merger traded on the Nasdaq National Market System (“NASDAQ”), provides the world’s largest security awareness training and simulated phishing platform. KnowBe4 was founded in 2010 and conducted its IPO in April 2021. Upon closing of the Merger, KnowBe4 merged with Oranje Merger Sub, Inc., with KnowBe4 continuing as a wholly owned subsidiary of Oranje Holdco, LLC.

The Complaint alleges that throughout the Class Period, Defendants issued or caused to be issued Securities and Exchange Commission filings that contained numerous false or misleading statements or omitted material facts concerning:

(1) the unfair sales process that provided distinct advantages to Vista;

(2) the Special Committee’s purported independence;

(3) KKR &Co. Inc. and its affiliates intention to increase its rollover or reinvestment into the post-close KnowBe4 by 50-100% after learning the deal price;

(4) the Special Committee’s favoritism towards Vista over other potential bidders;

(5) the Special Committee’s failure to consider strategic alternatives other than a sale of KnowBe4; and

(6) the Company’s largest non-Rollover Stockholder owed his personal fortune and professional legitimacy to Sjoerd Sjouwerman, and therefore was not independent from members of the Control Group.

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