KnowBe4 is a Delaware corporation headquartered in Clearwater, Florida that provides the world’s largest security awareness training and simulated phishing platform.
The action seeks to recover damages on behalf of investors that were damaged as a result of allegedly false and misleading statements and omissions of material facts in the October 12, 2022 press release issued by KnowBe4 and Vista announcing the merger, the December 22, 2022 proxy statement and subsequent amendment issued by Defendants on January 18, 2023, and related filings with the U.S. Securities and Exchange Commission. Among other things, the complaint alleges that the proxy and other solicitation materials misled investors regarding the true value of KnowBe4’s shares, omitted that the global investment firm KKR increased its equity rollover into the post-merger entity after it learned of the merger price, and failed to disclose advantages Defendants provided to Vista over other potential bidders during the sales process leading to the merger. The complaint asserts claims under Sections 10(b), 14(a) and 20(a) of the Exchange Act and SEC Rules 10b-5 and 14a-9 promulgated thereunder.
On September 2, 2025, the Court appointed the Water Island Event-Driven Fund, The Arbitrage Fund, AltShares Merger Arbitrage ETF, and the Hilary L. Shane Revocable Trust as Lead Plaintiff and Saxena White P.A. as Co-Lead Counsel.
On September 23, 2025, Lead Plaintiffs’ filed a consolidated amended complaint. On October 7, 2025, Defendants filed a motion to dismiss the amended complaint. On October 21, 2025, Lead Plaintiffs filed a response in opposition to the motion to dismiss, and on November 4, 2025, Defendants filed their response. On December 23, 2025, the Court granted in part and denied in part Defendants’ motion to dismiss. The case has now proceeded to discovery.
