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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 4, 2026
CONFLUENT, INC.
(Exact name of Registrant as Specified in Its
Charter)
| Delaware |
|
001-40526 |
|
47-1824387 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
899 W. Evelyn Avenue
Mountain View, California |
|
94041 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(800) 439-3207
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Class A Common Stock, par value $0.00001 per share |
|
CFLT |
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
As previously disclosed, on December 7, 2025, Confluent, Inc., a Delaware
corporation (“Confluent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with International Business Machines Corporation, a New York corporation (“IBM”), and Corvo Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of IBM (“Sub”), providing for the merger of Sub with and into Confluent (the
“Merger”), with Confluent continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of
IBM.
In
connection with the Merger, on January 9, 2026, Confluent filed a definitive proxy statement on Schedule 14A (as it may be amended or
supplemented from time to time, the “proxy statement”) with the Securities and Exchange Commission (the “SEC”)
and mailed to all stockholders of record of the Company beginning on January 9, 2026, with respect to the special meeting of the Company’s
stockholders (the “Special Meeting”) via live webcast on February 12, 2026, beginning at 9:00 a.m., Pacific time. At the Special
Meeting the stockholders of the Company will be asked to, among other things, consider and vote on the consummation of the Merger.
As
of the date hereof, the Confluent has received 17 demand letters from purported Confluent stockholders alleging, among other things, that
the proxy statement misrepresents and/or omits certain purportedly material information with respect to the Merger in violation of federal
securities laws, rendering the disclosures set forth therein false and misleading (the “Demand Letters”). On January
21, 2026, a purported stockholder of Confluent filed a complaint in the Supreme Court of the State of New York, County of New York against
Confluent and the members of the Confluent Board. This complaint is captioned Stewart v. Confluent, Inc., et al., Index No. 650388/2026
(the “Stewart Complaint”). On January 22, 2026, a purported stockholder of Confluent filed a complaint
in the Supreme Court of the State of New York, County of New York against Confluent and the members of the Confluent Board. This complaint
is captioned Kent v. Confluent, Inc., et al., Index No. 650414/2026 (the “Kent Complaint,” and together
with the Stewart Complaint, the “Complaints”). The Complaints assert New York common law claims for negligent
misrepresentation and concealment based on allegedly false and misleading statements in the proxy statement.
Confluent believes that the disclosures set forth in the proxy statement
comply fully with applicable law and denies the allegations in the pending Complaints and Demand Letters and believes no further disclosure
is required to supplement the proxy statement under applicable laws. However, solely to moot the claims in the Demand Letters and Complaints
and minimize the risk, costs, burden, nuisance and uncertainties inherent in litigation, and without admitting any liability or wrongdoing,
Confluent has determined to voluntarily supplement the disclosures contained in the proxy statement with the disclosures set forth herein
(the “Supplemental Disclosures”). Nothing herein is or should be deemed an admission of the legal necessity or materiality
under any applicable laws for any of the disclosures set forth herein or in the proxy statement. The Supplemental Disclosures are set
forth below and should be read in conjunction with the proxy statement. The Company vigorously denies all allegations in the Demand Letters
and the Complaints, including that any additional disclosure was or is required, and believes that the supplemental disclosures contained
herein are immaterial.
Supplemental Disclosures
The following information supplements the proxy statement and should
be read in conjunction with the proxy statement, which should be read in its entirety. All page references are to pages in the proxy statement,
and terms used below have the meanings set forth in the proxy statement. To the extent that information in the Supplemental Disclosures
differs from, or updates information contained in, the proxy statement, the information in this supplemental disclosure shall supersede
or supplement the information in the proxy statement. All paragraph headings and page references refer to the headings and pages in the
proxy statement before any additions or deletions resulting from the supplemental disclosures or any other amendments. The supplemental
disclosures are identified below by bold, underlined text. Stricken-through text shows text
being deleted from a referenced disclosure in the proxy statement.
The Merger
The second full paragraph on page 55 of The Merger – Opinion
of Morgan Stanley & Co. LLC – Summary of Financial Analysis is amended as follows:
In performing the financial analyses summarized below and in arriving
at its opinion, Morgan Stanley was directed by the Confluent Board and the Special Committee to utilize and rely upon, among other matters,
the Management Long-Range Plan. The Management Long-Range Plan is more fully described below in the section of this proxy statement captioned
“The Merger — Financial Projections.” Except as otherwise noted, Morgan Stanley utilized in each of its
analyses described below the number of outstanding shares of Confluent common stock on a fully diluted basis, which amount was based on
the following inputs as prepared by Confluent management as of December 5, 2025, and provided to Morgan Stanley for use in connection
with its financial analyses: (1) 353.2 million shares of Confluent common stock outstanding; (2) 17.2 million shares of Confluent
common stock underlying outstanding options with a weighted-average exercise price of $8.35; and (3) 19.3 million shares of Confluent
common stock underlying outstanding Confluent RSUs.
The fifth full paragraph on page 56 of The Merger – Opinion
of Morgan Stanley & Co. LLC – Discounted Equity Value Analysis is hereby amended as follows:
Morgan Stanley calculated a range of implied equity values per share
of our common stock as of December 5, 2025. To calculate the discounted equity value per share of our common stock, Morgan Stanley used
the estimated revenue for Confluent for calendar year 2028 based on the Management Long-Range Plan. Based upon the application of its
professional judgment and its experience, Morgan Stanley applied a range of forward multiples of aggregate value to revenue of 5.0x to
8.0x to Confluent’s estimated revenue for calendar year 2028 based on the Management Long-Range Plan to determine a range of future
implied aggregate values of Confluent. Morgan Stanley then calculated a range of implied equity values as of such date by adding the amount
of Confluent’s estimated future net cash of approximately $1.5 billion, as reflected in the Management Long-Range
Plan. Morgan Stanley then divided this range of future implied equity values by the estimated number of outstanding shares of our common
stock on a fully diluted basis, as provided by Confluent management, to calculate a per share price. Morgan Stanley then discounted this
range of implied future equity values per share by two years to December 5, 2025, at a discount rate of 12.7%, which rate was selected
by Morgan Stanley based on Confluent’s estimated cost of equity (estimated using the capital asset pricing model method and based
upon Morgan Stanley’s professional judgment and experience, taking into account macro-economic assumptions, estimates of risk,
Confluent’s capital structure and other appropriate factors). Morgan Stanley’s analysis resulted in the following
implied values per share of our common stock:
The table following the second full paragraph on page 57 of The
Merger – Opinion of Morgan Stanley & Co. LLC – Selected Precedent Transaction Multiples Analysis is hereby amended as
follows:
| Year Announced | |
Selected Precedent Transactions (Target/Acquiror) | |
Aggregate
Value
($Bn) | |
Aggregate
Value / NTM
Revenue |
| 2022 | |
Anaplan, Inc. / Thoma Bravo, LP | |
$10.0 | |
12.9x |
| 2021 | |
Medallia, Inc. / Thoma Bravo, LP | |
$6.4 | |
10.8x |
| 2024 | |
HashiCorp, Inc. / International Business Machines Corporation | |
$6.4 | |
9.9x |
| 2021 | |
Proofpoint, Inc. / Thoma Bravo, LP | |
$11.2 | |
9.3x |
| 2022 | |
Avalara, Inc. / Vista Equity Partners Management, LLC | |
$8.3 | |
9.1x |
| 2022 | |
Coupa Software Incorporated / Thomas Bravo, LP | |
$8.0 | |
8.5x |
| 2019 | |
Ultimate Software Group, Inc. / Consortium led by Hellman & Friedman LLC | |
$10.7 | |
7.9x |
| 2022 | |
Aveva Group Plc / Schneider Electric S.E. | |
$12.0 | |
7.7x |
| 2021 | |
Talend S.A. / Thoma Bravo, LP | |
$2.4 | |
7.3x |
| 2023 | |
Splunk Inc. / Cisco Systems, Inc. | |
$29.6 | |
7.1x |
| 2023 | |
Qualtrics International Inc. / Silver Lake Partners, LP | |
$11.7 | |
7.1x |
| 2024 | |
Smartsheet Inc. / Vista Equity Partners Management, LLC and Blackstone Inc. | |
$7.6 | |
6.6x |
| 2023 | |
Cvent Holding Corp. / Blackstone Inc. | |
$4.5 | |
6.4x |
| 2025 | |
Dayforce, Inc. / Thoma Bravo, LP | |
$12.1 | |
5.9x |
| 2023 | |
New Relic, Inc. / TPG Global, LLC and Francisco Partners Management, LP | |
$6.1 | |
5.8x |
| 2025 | |
SolarWinds Corporation / Turn/River Capital, LP | |
$4.4 | |
5.4x |
| 2022 | |
Zendesk, Inc. / Hellman & Friedman LLC and Permira Advisers LLC | |
$9.7 | |
5.4x |
| 2021 | |
Cloudera, Inc. / Clayton, Dubilier & Rice, LLC and Kohlberg Kravis Roberts & Co. L.P. | |
$4.9 | |
5.3x |
| 2025 | |
Informatica, Inc. / Salesforce, Inc. | |
$8.8 | |
5.1x |
| 2023 | |
Alteryx, Inc. / Clearlake Capital Group, L.P. and Insight Venture Management, LLC | |
$4.4 | |
4.5x |
| 2025 | |
Semrush Holdings, Inc. / Adobe Inc. | |
$1.7 | |
3.4x |
The second full paragraph on page 58 of The Merger – Opinion
of Morgan Stanley & Co. LLC – Discounted Cash Flow Analysis is hereby amended as follows:
Morgan Stanley first calculated the estimated unlevered free cash flow
(which is defined as non-GAAP adjusted earnings before interest and taxes (1) less stock-based compensation expense, (2) less taxes, (3)
plus depreciation and amortization, (4) less capital expenditures and internal-use software costs, and (5) plus or minus changes in net
working capital and certain other adjustments) for the remainder of calendar year 2025 through calendar year 2035, which estimated unlevered
free cash flows were reviewed and approved by Confluent management for Morgan Stanley’s use. Morgan Stanley then estimated the terminal
value of Confluent at the end of the forecast period by applying a range of terminal unlevered free cash flow multiples of 12.5x to 17.5x
(applied to free cash flow unburdened by stock-based compensation for the next 12-month period following the forecast period), which range
was selected based upon the application of Morgan Stanley’s professional judgment and experience. The free cash flows and terminal
value were then discounted, using a mid-year convention, to present values as of December 5, 2025, at a discount rate ranging from 11.1%
to 12.8%, which discount rates were selected based upon the application of Morgan Stanley’s professional judgment and experience,
to reflect an estimate of Confluent’s weighted average cost of capital, taking into account macro-economic assumptions, estimates
of risk, Confluent’s capital structure and other appropriate factors. The resulting implied aggregate value was then adjusted
to determine implied equity value by adding Confluent’s net cash of approximately $890 million as of September 30,
2025.
The third full paragraph on page 59 of The Merger – Opinion
of Morgan Stanley & Co. LLC – Equity Research Analysts’ Price Targets is hereby amended as follows:
For
reference only, Morgan Stanley reviewed 30 publicly available equity research analysts’ share price
targets for our Class A common stock as of December 5, 2025. Morgan Stanley used the lowest and highest undiscounted price targets issued
by those research analysts with publicly available price targets for shares of our common stock, which yielded a range of $24.00 to $36.00
per share of our Class A common stock, with a median of $28.00 per share.
A new section is added under the caption “Litigation Relating
to the Merger” on page 82 below “Delisting and Deregistration of Our Common Stock.”
Litigation Relating to the Merger
As
of the date hereof, the Confluent has received 17 demand letters from purported Confluent stockholders alleging, among other things, that
the proxy statement misrepresents and/or omits certain purportedly material information with respect to the Merger in violation of federal
securities laws, rendering the disclosures set forth therein false and misleading (the “Demand Letters”). On January 21, 2026,
a purported stockholder of Confluent filed a complaint in the Supreme Court of the State of New York, County of New York against Confluent
and the members of the Confluent Board. This complaint is captioned Stewart v. Confluent, Inc., et al., Index No. 650388/2026 (the
“Stewart Complaint”). On January 22, 2026, a purported stockholder of Confluent filed a complaint
in the Supreme Court of the State of New York, County of New York against Confluent and the members of the Confluent Board. This complaint
is captioned Kent v. Confluent, Inc., et al., Index No. 650414/2026 (the “Kent Complaint,” and together with
the Stewart Complaint, the “Complaints”). The Complaints assert New York common law claims for negligent misrepresentation
and concealment based on allegedly false and misleading statements in the proxy statement.
Additional lawsuits may be filed, and additional demand letters
may be received before the special meeting or consummation of the merger.
Additional Information and Where to Find It
This communication may be deemed to be solicitation
material in respect of the proposed acquisition of Confluent, Inc. (the “Company”) by IBM pursuant to the Merger Agreement.
The Company filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on December 23,
2025, and a definitive proxy statement (the “Proxy Statement”) with the SEC on January 9, 2026 with respect to a special meeting
of stockholders to be held on February 12, 2026 in connection with the proposed acquisition. The Proxy Statement and a proxy card have
been delivered to stockholders of the Company entitled to vote at the special meeting. This Current Report on Form 8-K is not a substitute
for the Proxy Statement, which contains important information about the proposed transaction and related matters. BEFORE MAKING ANY VOTING
OR INVESTMENT DECISION, THE COMPANY’S STOCKHOLDERS AND INVESTORS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS
OR SUPPLEMENTS THERETO) IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED BY THE COMPANY WITH THE SEC RELATING TO THE PROPOSED ACQUISITION
OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Investors and stockholders
of the Company may obtain a free copy of the Proxy Statement, as well as other relevant filings containing information about the Company
and the proposed acquisition, including materials that are incorporated by reference into the Proxy Statement, without charge, at the
SEC’s website (https://www.sec.gov) or from the Company by going to the Company’s Investor Relations Page on its website (https://www.confluent.io).
Participants in the Solicitation
The Company and its directors, and certain of
its executive officers, consisting of Lara Caimi, Jonathan Chadwick, Alyssa Henry, Matthew Miller, Neha Narkhede, Greg Schott, Eric Vishria,
Michelangelo Volpi, who are the non-employee members of the Board of Directors of the Company (the “Board”), and Jay Kreps,
Chief Executive Officer and Chairman of the Board, Rohan Sivaram, Chief Financial Officer, and Ryan Mac Ban, Chief Revenue Officer, may
be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed acquisition.
Information regarding the Company’s directors and certain of its executive officers, including a description of their direct or
indirect interests, by security holdings or otherwise, can be found under the captions “Interests of Confluent’s Directors
and Executive Officers in the Merger,” and “Security Ownership of Certain Beneficial Owners and Management”
contained in the Proxy Statement, which was filed with the SEC on January 9, 2026 and subsequent statements of beneficial ownership on
file with the SEC. Investors and stockholders of the Company may obtain a free copy of the Proxy Statement, as well as other relevant
filings containing information about the Company and the proposed acquisition, including materials that are incorporated by reference
into the Proxy Statement, without charge, at the SEC’s website (https://www.sec.gov) or from the Company by going to the Company’s
Investor Relations Page on its website (https://www.confluent.io).
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. All statements other than statements of historical fact are statements that could be deemed “forward-looking statements”,
including all statements regarding the intent, belief or current expectation of the companies and members of their senior management teams.
Words such as “may,” “will,” “could,” “would,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,”
“project,” “potential,” “continue,” “target,” variations of such words, and similar expressions
are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words.
These forward-looking statements include, but
are not limited to, statements regarding the benefits of and timeline for closing the Company’s proposed transaction with IBM. These
statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the Company’s
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions.
Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of
risks and uncertainties, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals
of the proposed transaction that could delay the consummation of the proposed transaction or cause the parties to abandon the proposed
transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement
entered into in connection with the proposed transaction; the possibility that the Company’s stockholders may not approve the proposed
transaction; the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in
a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction;
the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock
of the Company; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating
to the proposed transaction; and the risk that the proposed transaction and its announcement could have an adverse effect on the ability
of the Company to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders
and other business relationships and on its operating results and business generally.
Further
information on factors that could cause actual results to differ materially from the results anticipated by the forward-looking statements
is included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, the Proxy Statement and other filings made by the Company from time to time with the Securities and Exchange
Commission. These filings, when available, are available on the investor relations section of the Company’s website (https://www.confluent.io)
or on the SEC’s website (https://www.sec.gov). If any of these risks materialize or any of these assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company
presently does not know of or that the Company currently believes are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. The forward-looking statements included in this communication are made only as of the date
hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CONFLUENT, INC. |
| |
|
|
| |
By: |
/s/ Rebecca Chavez |
| Dated: February 4, 2026 |
|
Rebecca Chavez |
| |
|
Chief Legal Officer |
