KnowBe4 Announces the Upsize and Pricing of Follow-On Offering

Rhea-AI Summary

KnowBe4 (NASDAQ: KNBE) has announced the pricing of its public offering of 10,430,910 shares of Class A common stock at $20.75 per share, up from an earlier announced size of 8,719,740 shares. This offering, set to close on August 16, 2021, has an additional 30-day option for underwriters to purchase up to 1,564,636 shares. The company will not receive proceeds from this sale. Major underwriters include Morgan Stanley, Goldman Sachs, and BofA Securities. The registration statement was declared effective on August 11, 2021.

Positive

• Upsized public offering from 8,719,740 to 10,430,910 shares, indicating strong demand.
• Offering price set at $20.75 per share, aligning with market expectations.

Negative

• KnowBe4 will not receive any proceeds from the sale, impacting cash flow.
• Potential dilution of shares for existing shareholders due to the increased share offering.

TAMPA BAY, Fla., Aug. 11, 2021 (GLOBE NEWSWIRE) -- KnowBe4, Inc. (NASDAQ: KNBE), provider of the leading security awareness training and simulated phishing platform, today announced the pricing of its previously announced underwritten public offering of 10,430,910 shares of its Class A common stock by certain selling stockholders at a price to the public of $20.75 per share. The offering was upsized from a previously announced offering size of 8,719,740 shares. In addition, the selling stockholders granted the underwriters of a 30-day option to purchase up to an additional 1,564,636 shares of Class A common stock. The offering is expected to close on August 16, 2021, subject to customary closing conditions. KnowBe4 will not receive any proceeds from any sales of shares by the selling stockholders.

Morgan Stanley, Goldman Sachs & Co. LLC, BofA Securities and KKR Capital Markets, LLC are acting as lead bookrunners for the offering. Citigroup is acting as an additional bookrunner for the offering. Canaccord Genuity, Cowen, Needham & Company, Piper Sandler and Truist Securities are acting as co-managers for the offering.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission on August 11, 2021. The offering is being made only by means of a prospectus. Copies of the prospectus related to the offering may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com; or BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, North Carolina 28255-0001, or by email at dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About KnowBe4

KnowBe4 is the leading provider of “new-school” security awareness training and simulated phishing platform. Our mission is to enable your employees to make smarter security decisions, every day. Through our subscription-based services, your organization will have access to the leading security awareness training platform.

Forward-Looking Statements

Certain of the statements made in this press release are forward looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements concerning the terms, timing, and expected closing of the public offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the offering and the impact of general economic, industry or political conditions in the United States or internationally. There can be no assurance that KnowBe4 will be able to complete the offering on the anticipated terms, or at all. You should not place undue reliance on these forward-looking statements as predictions of future events, which statements apply only as of the date of this press release. Additional risks and uncertainties relating to the offering, KnowBe4 and its business can be found under the heading "Risk Factors" in KnowBe4’s most recent most recent Quarterly Report on Form 10-Q and in the S-1 for this offering, filed with the Securities and Exchange Commission. Forward-looking statements represent KnowBe4’s beliefs and assumptions only as of the date of this press release. KnowBe4 expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as may be required under applicable law.

Contacts

Investors:
Ken Talanian
IR@knowbe4.com

Media:
Kathy Wattman
PR@knowbe4.com

FAQ

What is the share price for the KnowBe4 public offering?

The public offering price for KnowBe4's shares is $20.75 each.

How many shares is KnowBe4 offering in this public offering?

KnowBe4 is offering 10,430,910 shares of its Class A common stock.

When is the KnowBe4 public offering expected to close?

The public offering is expected to close on August 16, 2021.

Who are the underwriters for KnowBe4's public offering?

The underwriters include Morgan Stanley, Goldman Sachs, and BofA Securities.

Will KnowBe4 receive any proceeds from the public offering?

No, KnowBe4 will not receive any proceeds from the shares sold by the selling stockholders.