Entwistle & Cappucci LLP Files Amended Securities Class Action Complaint Against KnowBe4, Inc. and Related Defendants

Entwistle & Cappucci LLP today announced that it filed a First Amended Class Action Complaint (“Complaint”) against KnowBe4, Inc. (“KnowBe4”), certain of KnowBe4’s directors, KKR & Co. Inc., Elephant Partners, Vista Equity Partners Management, LLC (“Vista”) and certain of their affiliates (collectively, “Defendants”) on behalf of a class (“Class”) consisting of all persons or entities that: (a) sold shares of KnowBe4 common stock from October 12, 2022 through February 1, 2023, including those who sold shares into the “take private” acquisition (“Merger”) of KnowBe4 by Vista and its affiliates on February 1, 2023; and/or (b) held shares of KnowBe4 as of the December 7, 2022 record date and were entitled to vote on the Merger.

The action (“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, December 22, 2022 proxy statement and subsequent amendment issued by Defendants on January 18, 2023 (“Proxy”), and related filings with the U.S. Securities and Exchange Commission (“SEC”). Among other things, the Complaint alleges the Proxy and other solicitation materials misled investors regarding the true value of KnowBe4’s shares, omitted that 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 Action was filed in the United States District Court for the Southern District of Florida and is captioned: Water Island Event-Driven Fund v. KnowBe4, Inc., No. 25-cv-22574-CMA. 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.

As indicated in a prior press release dated June 6, 2025, if you wish to serve as a lead plaintiff in this matter, you must file a motion with the Court no later than August 5, 2025. Any member of the proposed Class may move the Court to serve as a lead plaintiff through counsel of their choice, or they may choose to do nothing and remain a member of the Class.

If you wish to discuss this Action or have any questions concerning this notice or your rights or interests, please contact: Robert N. Cappucci, Esq. or Andrew M. Sher, Esq. of Entwistle & Cappucci at (212) 894-7200 or via e-mail at rcappucci@entwistle-law.com or asher@entwistle-law.com.

About Entwistle & Cappucci

Entwistle & Cappucci is a national law firm providing exceptional legal representation to clients in the most complex and challenging legal matters. Our practice encompasses all areas of litigation, corporate transactions, bankruptcy, insurance, corporate investigations and white-collar defense. Our clients include public and private corporations, major hedge funds, public pension funds, governmental entities, leading institutional investors, domestic and foreign financial services companies, emerging business enterprises and individual entrepreneurs.

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