--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-025770" form_type: "8-K" ticker: null cik: "0001664998" company_name: "KnowBe4, Inc." filed_at: "2023-02-06T23:59:59+00:00" generated_at: "2026-06-20T00:09:33.217376+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Vista Equity Partners completes acquisition of KnowBe4 for $24.90/share in cash ## Summary - Total consideration approximately $4.6 billion; shareholders received $24.90 per share in cash. - Debt financing includes a $1 billion term loan and a $125 million revolving facility. - KnowBe4 common stock delisted from Nasdaq effective February 1, 2023. - Board reconstituted with six directors; CEO Stu Sjouwerman remains in his role. - Transaction closed on February 1, 2023, after stockholder approval on January 31, 2023. ## SEC filing metadata - accession: 0001193125-23-025770 - form_type: 8-K - cik: 0001664998 - company_name: KnowBe4, Inc. - filed_at: 2023-02-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/d354819d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-025770 - JSON: https://secwatch.observer/filing/0001193125-23-025770.json - Plain text: https://secwatch.observer/filing/0001193125-23-025770.txt ## Key facts - Debt Financings KnowBe4, Inc. incurred revolving credit of $125 million with Owl Rock Capital Corporation. - Instrument: revolving credit - Principal: $125 million - Counterparty: Owl Rock Capital Corporation - Event: incurrence source text: (ii) a revolving loan facility in an aggregate principal amount equal to $125 million evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Debt Financings KnowBe4, Inc. incurred term loan of $1 billion with Owl Rock Capital Corporation. - Instrument: term loan - Principal: $1 billion - Counterparty: Owl Rock Capital Corporation - Event: incurrence source text: New Credit Agreement On the Closing Date, Parent, as the borrower, entered into that certain Credit Agreement with Owl Rock Capital Corporation, as administrative agent and collateral agent, the lenders from time to time party thereto and the other guarantors from time to time party thereto (the “ Credit Agreement ”), which provides for (i) a term loan facility in an aggregate principal amount equal to $1 billion and (ii) a revolving loan facility in an aggregate principal amount equal to $125 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Elizabeth Knuppel was appointed as Director at KnowBe4, Inc.. - Action: became director - Role: Director source text: the following persons became directors of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nadeem Syed, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Kevin Klausmeyer resigned as Director at KnowBe4, Inc.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Jeremiah Daly, Kevin Klausmeyer, Stephen Shanley, Shrikrishna Venkataraman, Gerhard Watzinger and Kara Wilson. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Gerhard Watzinger resigned as Director at KnowBe4, Inc.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Jeremiah Daly, Kevin Klausmeyer, Stephen Shanley, Shrikrishna Venkataraman, Gerhard Watzinger and Kara Wilson. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Nicholas Prickel was appointed as Director at KnowBe4, Inc.. - Action: became director - Role: Director source text: the following persons became directors of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nadeem Syed, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Michael E. Fosnaugh was appointed as Director at KnowBe4, Inc.. - Action: became director - Role: Director source text: the following persons became directors of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nadeem Syed, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Rod Aliabadi was appointed as other_named_officer at KnowBe4, Inc.. - Action: became officer source text: Effective upon completion of the Merger, the following persons became officers of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Michael E. Fosnaugh was appointed as other_named_officer at KnowBe4, Inc.. - Action: became officer source text: Effective upon completion of the Merger, the following persons became officers of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Nicholas Prickel was appointed as other_named_officer at KnowBe4, Inc.. - Action: became officer source text: Effective upon completion of the Merger, the following persons became officers of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Rod Aliabadi was appointed as Director at KnowBe4, Inc.. - Action: became director - Role: Director source text: the following persons became directors of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nadeem Syed, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Shrikrishna Venkataraman resigned as Director at KnowBe4, Inc.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Jeremiah Daly, Kevin Klausmeyer, Stephen Shanley, Shrikrishna Venkataraman, Gerhard Watzinger and Kara Wilson. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Stephen Shanley resigned as Director at KnowBe4, Inc.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Jeremiah Daly, Kevin Klausmeyer, Stephen Shanley, Shrikrishna Venkataraman, Gerhard Watzinger and Kara Wilson. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Jeremiah Daly resigned as Director at KnowBe4, Inc.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Jeremiah Daly, Kevin Klausmeyer, Stephen Shanley, Shrikrishna Venkataraman, Gerhard Watzinger and Kara Wilson. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Elizabeth Knuppel was appointed as other_named_officer at KnowBe4, Inc.. - Action: became officer source text: Effective upon completion of the Merger, the following persons became officers of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Nadeem Syed was appointed as Director at KnowBe4, Inc.. - Action: became director - Role: Director source text: the following persons became directors of the Company: Michael E. Fosnaugh, Rod Aliabadi, Nadeem Syed, Nicholas Prickel and Elizabeth Knuppel evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Executive change Kara Wilson resigned as Director at KnowBe4, Inc.. - Action: resigned - Role: Director source text: The following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: Jeremiah Daly, Kevin Klausmeyer, Stephen Shanley, Shrikrishna Venkataraman, Gerhard Watzinger and Kara Wilson. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - M&A Transactions KnowBe4, Inc. underwent a change of control involving Vista Equity Partners for approximately $4.6 billion (closed 2023-02-01). - Action: change of control - Counterparty: Vista Equity Partners - Consideration: approximately $4.6 billion - Closing: 2023-02-01 source text: the Company became a wholly owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $4.6 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions from the invested funds affiliated with Vista Funds and evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Material Agreements KnowBe4, Inc. terminated Credit Agreement dated March 12, 2021 with Bank of America, N.A. valued at Termination of all credit commitments outstanding under the Credit Agreement. - Action: termination - Agreement: credit facility - Counterparty: Bank of America, N.A. - Value: Termination of all credit commitments outstanding under the Credit Agreement source text: Concurrently with the closing of the Merger, the Company paid all outstanding fees and expenses and terminated all credit commitments outstanding under that certain Credit Agreement, dated as of March 12, 2021, among, inter alia, the Company, certain subsidiaries of the Company, as guarantors, the lenders party thereto, and Bank of America, N.A., as administrative agent. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm - Material Agreements KnowBe4, Inc. entered into Credit Agreement (New) with Owl Rock Capital Corporation valued at $1,000,000,000 term loan facility and $125,000,000 revolving loan facility. - Action: entry - Agreement: credit facility - Counterparty: Owl Rock Capital Corporation - Value: $1,000,000,000 term loan facility and $125,000,000 revolving loan facility source text: On the Closing Date, Parent, as the borrower, entered into that certain Credit Agreement with Owl Rock Capital Corporation, as administrative agent and collateral agent, the lenders from time to time party thereto and the other guarantors from time to time party thereto (the “ Credit Agreement ”), which provides for (i) a term loan facility in an aggregate principal amount equal to $1 billion and (ii) a revolving loan facility in an aggregate principal amount equal to $125 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1664998/000119312523025770/0001193125-23-025770-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.