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KNBE.US
id: 1618
KnowBe4 ($KNBE) Conflicted Merger, Equity Rollover Scheme, and Public Investor Losses Case
Investors can submit applications for the lead plaintiff role.
S.D. Florida
Court1:25-cv-22574
Case number10/12/2022
Class period Start02/01/2023
Class period End08/04/2025
Lead Plaintiff motion deadline- $KNBE investors filed a claim against KnowBe4 for misleading shareholders about a rigged take-private merger that allowed insiders to cash out public investors while quietly rolling over nearly $800 million in equity to benefit themselves.
- After shareholders were forced out at $24.90 per share, well below internal valuations and suppressed bids, $KNBE was delisted in February 2023.
Case Details:
Between October 12, 2022, and February 1, 2023, KnowBe4 insiders pushed through a $4.6 billion sale to Vista Equity Partners, claiming it was the result of an “independent” process that maximized shareholder value. The proxy statement informed shareholders that the $24.90 price was fair and supported by a special committee and a fairness opinion from Morgan Stanley.
In reality, the sale process was heavily influenced by insiders—Vista, KKR, Elephant Partners, and founder Stu Sjouwerman—who stood to retain ownership through a secretive equity rollover worth nearly $800 million. They suppressed interest from competing bidders, misrepresented Morgan Stanley’s valuation range (which went as high as $37.52 per share), and structured the dual-class vote to guarantee approval regardless of common shareholder opposition.
Despite multiple red flags and clear conflicts, the merger was pushed through. KnowBe4 was delisted on February 1, 2023, leaving public shareholders cashed out far below fair value.
Based on these events, $KNBE investors filed a claim against KnowBe4, accusing the company of the following:
- It misled investors by falsely claiming the merger was fair and independent.
- It concealed the size and terms of the insider equity rollover.
- It manipulated voting power to push through a conflicted deal that harmed public shareholders.
Considering all the representations, investors believe KnowBe4 and its insiders rigged the deal to extract maximum value for themselves while shortchanging the public.
Case Type
US Securities Class Action
Case Status
Lead Plaintiff Submission
Alleged Offence
Misleading Statements,
Fraud
Suspected Party
Directors,
Management
Security Type
Stocks
Trade Direction
Long
Shock Event Date
10/12/2022
Filing date
06/05/2025
Lead Plaintiff Deadline
08/04/2025