Item 8.01 Other Events.

On September 19, 2022, KnowBe4, Inc. (the "KnowBe4") issued a press release confirming that on September 16, 2022, KnowBe4 received a non-binding proposal from Vista Equity Partners Management, LLC (collectively with its affiliates, "Vista") to acquire all of the outstanding shares of KnowBe4 not already owned by Vista for a price of $24.00 per share, payable in cash. In response to an inquiry from Vista, the board of directors of KnowBe4 (the "Board") formed a special committee, comprised solely of independent directors (the "Special Committee") to engage with Vista and take other actions that it deems appropriate, with the assistance of independent financial and legal advisors. Consistent with its mandate, and in consultation with its legal and financial advisors, the Special Committee will carefully review the Vista proposal and other potential value creation opportunities to determine the course of action that it believes is in the best interest of KnowBe4 and its stockholders. There is no certainty that any transaction will be consummated and KnowBe4 does not expect to make further public comment regarding these matters unless and until the Special Committee has concluded its review.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.              Description
99.1                       Press Release dated September 19, 2022
104.1                    Cover Page Interactive Data File (embedded within the Inline XBRL document)



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