UNITED STATES COURT OF APPEALS FOR THE NINTH CIRCUIT In re: CLOUDERA, INC. No. 22-16807 SECURITIES LITIGATION, D.C. No. 3:19-cv- ------------------------------ 03221-MMC MARIUSZ J. KLIN, Lead Plaintiff; THE MARIUSZ J. KLIN MD PA OPINION 401K PROFIT SHARING PLAN; ROBERT BOGUSLAWSKI; ARTHUR P. HOFFMAN, on behalf of themselves and all others similarly situated,

Plaintiffs-Appellants, v. CLOUDERA, INC.; THOMAS J. REILLY; JIM FRANKOLA; MICHAEL A. OLSON; PING LI; PRIYA JAIN; MARTIN COLE; KIMBERLY HAMMONDS; ROSEMARY SCHOOLER; STEVEN SORDELLO; MICHAEL A. STANKEY; ROBERT BEARDEN; PAUL CORMIER; PETER FENTON; KEVIN KLAUSMEYER,

Defendants-Appellees. 2 IN RE: KLIN V. CLOUDERA, INC.

Appeal from the United States District Court for the Northern District of California Maxine M. Chesney, District Judge, Presiding

Argued and Submitted October 5, 2023 Honolulu, Hawaii

Filed November 19, 2024

Before: Marsha S. Berzon, Eric D. Miller, and Lawrence VanDyke, Circuit Judges.

Opinion by Judge Miller

SUMMARY *

Securities Fraud Class Action

The panel affirmed the district court’s dismissal of a putative securities-fraud class action for failure to state a claim. Appellant Mariusz Klin purchased Cloudera stock between its initial public offering and a subsequent price drop after the company announced negative quarterly earnings. He alleged that appellee Cloudera, Inc. and its officers and directors made materially false and misleading

* This summary constitutes no part of the opinion of the court. It has been prepared by court staff for the convenience of the reader. IN RE: KLIN V. CLOUDERA, INC. 3

statements and omissions about the technical capabilities of its products. The panel affirmed the district court’s determination that Klin had not adequately pleaded the falsity of Cloudera’s statements when made. The panel explained that, because fraud was involved, Klin’s claims were subject to a heightened pleading standard requiring that he state with particularity the circumstances constituting fraud or mistake. However, because certain terms in Cloudera’s allegedly misleading statements lacked a plain or ordinary meaning, Klin had to, but did not, plead facts supporting his definitions of those terms. Reviewing the futility of amendment de novo, the panel also affirmed the district court’s conclusion that further amendment of the complaint would be futile, where the district court warned Klin that failure to cure the deficiencies of a previous amended complaint would result in dismissal with prejudice, and Klin had not identified, even on appeal, the specific facts he would plead in a future complaint to remedy the previous complaint’s shortcomings.

COUNSEL Ramzi Abadou (argued), Kahn Swick & Foti LLP, San Francisco; Lewis S. Kahn, Alexander L. Burns, James T. Fetter, and Alexandra G. Pratt, Kahn Swick & Foti LLC, New Orleans, Louisiana; for Plaintiffs-Appellants. Joseph R. Palmore (argued), Morrison & Foerster LLP, Washington, D.C.; Anna E. White, Ryan Keats, and Joel F. Wacks, Morrison & Foerster LLP, San Francisco, California; for Defendants-Appellees. 4 IN RE: KLIN V. CLOUDERA, INC.

OPINION MILLER, Circuit Judge:

Mariusz Klin appeals the district court’s dismissal of this putative securities-fraud class action for failure to state a claim. Klin alleges that Cloudera, Inc. and its officers and directors made dozens of materially false statements about the technical capabilities of its products. The district court held that Klin had not adequately pleaded that the statements were false when they were mad