b'Pivotals primary software offering, PAS, was outdatedto disclose any allegedly omitted information. The and did not incorporate Kubernetes and Pivotals salescourt explained that plaintiffs failed to show that any strategy the sales of PKS as a standalone product. Thetrend or uncertainty relating to diminished sales and court reasoned that there was no untruth or misleadinggrowth in new customers was known to management omission here because the PCF platform containedrequiring disclosure under Item 303, rejecting plaintiffs several components, which included both PAS and PKS,contention that pleading negligence on the part of and only the former did not incorporate Kubernetes atdefendants is sufficient. The court further held that the time, and assertions about Pivotals sales strategyPivotal satisfied its duties under Items 503 and 105 preventing the individual sale of PKS did not renderto discuss the most significant factors that make any statements false. Second, the court disagreed withthe Offering risky or speculative and that each risk plaintiffs that increased competition for enterprise clientsfactor adequately describes the risk[.] For example, with other cloud providers, not engaging in partnershipsthe Registration Statement specifically disclosed that and joint selling opportunities rendered statementsresults of operations and prospects will be harmed if its about working closely with those cloud providers falseplatform does not grow as quickly as anticipated, and or misleading, reasoning that Pivotal disclosed that itthat the introduction of third-party solutions utilizing operated in a highly competitive industry and currentlynew technologies and new industry standards could or in the future may compete with some of those cloudmake [Pivotals] existing and future software offerings providers. Third, the court disagreed with plaintiffs that anyobsolete and unmarketable. risk disclosures were false or misleading because PivotalThe court then dismissed plaintiffs Section 15 claim framed the risks as hypotheticals using conditionals likefor failing to allege an underlying violation of Sections if, may, could and possible rather than as current11 or 12. Similarly, the court dismissed plaintiffs 1933 and past realities, holding that plaintiffs failed to pleadAct claims, holding that plaintiffs failed to plead anything beyond conclusory assertions that the risksfalsity or scienter. First, the court held that plaintiffs had already materialized.failed to plead specific facts indicating why each of the challenged statements were false when made, instead providing a conclusory litany of reasons for the statements falsity that are insufficiently The court disagreed with plaintiffs that anysupported by vague accounts from seven [confidential risk disclosures were false or misleadingwitnesses]. For example, without setting forth specific facts detailing the actual length of a sales cycle, because Pivotal framed the risks asplaintiffs simply relied on confidential witness reports hypotheticals using conditionals like if,alleging that Pivotals sales cycles had lengthened substantially to demonstrate falsity. Similarly, the may, could and possible rather thancourt held that plaintiffs allegation that Pivotal failed as current and past realities, holding thatto disclose, among other things, that its disjointed product mix could not satisfy its enterprise customers plaintiffs failed to plead anything beyondneeds, failed to meet the heightened pleading conclusory assertions that the risks hadstandards of the PSLRA because it relied on conclusory confidential witness assertions describing Pivotals already materialized.products as inflexible, monolithic and difficult to implement. The court also held that many of the challenged Next, the court held that many of plaintiffs challengedopinion statementsfor example, [w]e feel like were statements were inactionable, statements of corporateunmatched in the market by any of the competitive optimism. For example, the court held that statementssolutionswe are pleased with ouroutlook for the classifying Pivotals PAS offering as providing a cutting- remainder of the year, etc.were not actionable edge, leading, and turnkey cloud-native platformbecause the complaint contained no allegations of and naming viral adopting together with C-level focussubjective falsity, such that there were no facts to as a competitive strength were not actionable becausedemonstrate that Pivotal Defendants did not hold their they are vague assessments that represent the feelstated beliefs. The court pointed out that plaintiffs good speak that characterizes non-actionable puffing.confidential sources [did] not demonstrate with any particularity that the alleged trends were generalizable Finally, the court held that alleged violations of Itemsacross the company, nor [did] they suggest that Pivotal 303 and 503 of SEC Regulation S-K (which is actuallyDefendants must have known that their statements Item 105) could not support plaintiffs Sections 11 orwere misleading. To the contrary, the court recognized 12(a)(2) claims because they did not create a dutythat Pivotals increasing revenue and growing'