Michel

I. BACKGROUND

21 A. The Parties 22 Sumo Logic is a California-based software as a service (“SaaS”) company that helps 23 organizations to ensure the security and reliability of cloud applications, protect against security 24 threats, and perform security analysis and forensics. ECF 45, Second Amended Complaint (“SAC”) 25 ¶ 17. Sayar was Sumo Logic’s Chief Executive Officer and served as a member of Sumo Logic’s 26 Board of Directors (the “Board”) at all relevant times of the lawsuit. Id. ¶ 16. Plaintiffs allege that 27 they were, at all relevant times, holders of Sumo Logic common stock. Id. ¶ 14.

B. IPO to Acquisition

1 In September 2020, Sumo Logic completed its initial public offering, closing at $22.00 per 2 share. SAC ¶ 18. Its common stock was listed on the Nasdaq Global Select Market under the symbol 3 “SUMO.” Id. ¶ 15. 4 In June 2022, Francisco Partners Management, L.P. (“Francisco Partners”) submitted a non- 5 binding proposal to acquire Sumo Logic for $11.00 per share of Sumo Logic’s common stock, which 6 Sumo Logic considered and rejected because the proposal “was not at a compelling valuation.” Id. 7 ¶¶ 20, 22. 8 On August 25, 2022, Sumo Logic announced its…