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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):
March 16, 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. ¨
Introductory Note
This Current Report
on Form 8-K is being filed in connection with the consummation on March 17, 2026 (the “Closing Date”) of the transaction
contemplated by that certain Agreement and Plan of Merger, dated December 7, 2025 (the “Merger Agreement”), by and among
International Business Machines Corporation, a New York corporation (“IBM”), Corvo Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of IBM (“Sub”), and Confluent, Inc., a Delaware corporation (“Confluent”).
On the Closing
Date, pursuant to the Merger Agreement, Sub merged with and into Confluent (the “Merger”), with Confluent surviving the Merger
as a wholly owned subsidiary of IBM (the “Surviving Corporation”).
Pursuant to the
Merger Agreement, at the effective time of the Merger (the “Effective Time”), which time occurred on the Closing Date, each
share of Confluent’s Class A common stock (the “Class A Common Stock”) and Class B common stock (the
“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) issued and
outstanding immediately prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) was automatically
canceled and converted into the right to receive $31.00 in cash, without interest (the “Per Share Price”), subject to applicable
withholding taxes.
| Item 1.01 | Entry
into a Material Definitive Agreement. |
The information
set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
On the Closing
Date, Confluent and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee
(the “Trustee”), entered into the First Supplemental Indenture, dated as of the Closing Date (the “First Supplemental
Indenture”), to the Indenture, dated as of December 13, 2021, by and between Confluent and the Trustee (the “Original
Indenture” and, together with the First Supplemental Indenture, the “Indenture”), relating to Confluent’s 0%
Convertible Senior Notes due 2027 (the “Notes”). As of the Closing Date, $1,100,000,000 aggregate principal amount of the
Notes were outstanding.
As a result of
the Merger, and pursuant to the First Supplemental Indenture, at and after the Effective Time, the right to convert each $1,000 principal
amount of Notes was changed to a right to convert such principal amount of Notes into solely a number of units of Reference Property
(as defined in the Indenture) in an aggregate amount equal to the conversion rate of the Notes in effect on the relevant conversion date
(subject to any adjustments pursuant to the terms of the Indenture), with each unit of Reference Property consisting of $31.00 in cash,
which is equal to the Per Share Price.
The consummation
of the Merger constitutes a Fundamental Change, a Make-Whole Fundamental Change and a Share Exchange Event (each as defined in the Indenture)
under the Indenture. The effective date of the Share Exchange Event, Fundamental Change and Make-Whole Fundamental Change in respect
of the Notes is March 17, 2026, which is the Closing Date.
As a result of
the Fundamental Change, each holder of the Notes will have the right to require Confluent to repurchase its Notes pursuant to the terms
and procedures set forth in the Indenture on the fundamental change repurchase date for a cash repurchase price equal to 100% of the
principal amount thereof, plus any accrued and unpaid special interest thereon to, but excluding, the fundamental change repurchase
date.
The foregoing descriptions
of the Indenture and the transactions contemplated thereby are subject to and qualified in their entirety by reference to the full text
of the Indenture. A copy of the Original Indenture was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by Confluent
with the Securities and Exchange Commission (the “SEC”) on December 14, 2021. A copy of the First Supplemental Indenture
is filed as Exhibit 4.1 hereto. The Original Indenture and the First Supplemental Indenture are incorporated by reference into this
Item 1.01. This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, or a solicitation
of an offer to tender for, or purchase, any of the Notes or any other security.
| Item 2.01 | Completion
of Acquisition or Disposition of Assets. |
The information
set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the Effective
Time, Confluent’s equity awards were treated as follows:
| · | Each
option to purchase shares of Common Stock (each, a “Confluent Option”) (whether
vested or unvested) that was outstanding immediately prior to the Effective Time and that
had a per share exercise price less than the Per Share Price was canceled in exchange for
the right to receive an amount in cash, subject to applicable withholding taxes, equal to
the product of (1) the total number of shares of Common Stock covered by such Confluent
Option immediately prior to the Effective Time multiplied by (2) the excess of (A) the
Per Share Price over (B) the per share exercise price of such Confluent Option. |
| · | Each
Confluent Option outstanding immediately prior to the Effective Time that had a per share
exercise price equal to or greater than the Per Share Price was canceled for no consideration. |
| · | Each
restricted stock unit covering shares of Common Stock subject to only service-based vesting
conditions (each, a “Confluent RSU”) that was (A) held by any person who,
as of immediately prior to the Effective Time, was a non-employee director, consultant or
independent contractor of Confluent or any of its subsidiaries (whether or not such Confluent
RSU was vested or unvested) or (B) outstanding immediately prior to the Effective Time
(to the extent that such Confluent RSU was vested and unsettled), in each case, was canceled
in exchange for the right to receive an amount in cash, subject to applicable withholding
taxes, equal to the product of (1) the Per Share Price multiplied by (2) the total
number of shares of Class A Common Stock covered by such Confluent RSU. The Confluent
RSUs contemplated by this bullet are each referred to as a “Cashed-Out Confluent RSU.” |
| · | Each
outstanding Confluent RSU that was not a Cashed-Out Confluent RSU (each, a “Rollover
Confluent RSU”) was converted into an IBM restricted stock unit (an “IBM RSU”)
representing a number of shares of IBM common stock (rounded down to the nearest whole share)
determined by multiplying (1) the number of shares of Class A Common Stock subject
to such Rollover Confluent RSU immediately prior to the Effective Time by (2) the Exchange
Ratio (as defined in the Merger Agreement). Such IBM RSUs are subject to substantially the
same terms and conditions (including the same vesting and acceleration terms, as applicable)
as were applicable to the Rollover Confluent RSUs. |
The foregoing description
of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in
its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to Confluent’s
Current Report on Form 8-K, filed by Confluent with the SEC on December 8, 2025. Such exhibit is incorporated herein by reference.
| Item 2.04 | Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an
Off- Balance Sheet Arrangement. |
The information
set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item
2.04.
| Item 3.01 | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing. |
The information
set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing
Date, the Surviving Corporation notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and
requested that Nasdaq delist the Class A Common Stock on the Closing Date. As a result, trading of the Class A Common Stock on
Nasdaq was suspended prior to the opening of trading on Nasdaq on the Closing Date. On the Closing Date, the Surviving Corporation
also requested that Nasdaq file a notification of removal from listing and registration on Form 25 with the SEC to effect the
delisting of the Class A Common Stock from Nasdaq and the deregistration of the Class A Common Stock pursuant to
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Following the effectiveness
of the Form 25, the Surviving Corporation intends to file with the SEC a certification and notice of termination on Form 15
to terminate the registration of the Class A Common Stock under Section 12(g) of the Exchange Act and suspend Confluent’s
reporting obligations under Section 13 and Section 15(d) of the Exchange Act with respect to the Class A Common Stock.
As a result, the Class A Common Stock will no longer be listed on Nasdaq.
| Item 3.03 | Material
Modification to Rights of Security Holders. |
The information
set forth in the Introductory Note, Item 2.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.03.
At the Effective
Time, the holders of shares of Common Stock ceased to have any rights as stockholders of Confluent, other than the right to receive the
Per Share Price.
| Item 5.01 | Change
in Control of Registrant. |
The information
set forth in the Introductory Note, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference
into this Item 5.01.
As a result of
the consummation of the Merger, at the Effective Time, a change in control of Confluent occurred and Sub has been merged with and into
Confluent, with Confluent continuing as the surviving corporation and as a direct wholly owned subsidiary of IBM.
| Item 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On March 16, 2026, Ryan Mac Ban, the Chief Revenue Officer of Confluent, informed Confluent that he will be resigning from Confluent,
effective immediately.
The information
set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
At the Effective
Time, pursuant to the Merger Agreement, Edward Jay Kreps, Neha Narkhede, Matthew Miller, Michelangelo Volpi, Eric Vishria, Jonathan Chadwick,
Greg Schott, Lara Caimi and Alyssa Henry, each of whom was a director of Confluent as of immediately prior to the Effective Time, ceased
to be a director of Confluent and a member of any committee of Confluent’s Board of Directors.
At the Effective
Time, pursuant to the Merger Agreement, Edward Jay Kreps, Rohan Sivaram, Kong Phan and Stephanie Buscemi, each of whom
was an officer of Confluent as of immediately prior to the Effective Time, ceased to be an officer of Confluent.
From and after
the Effective Time, until the earlier of their resignation or removal or until successors are duly elected and qualified in accordance
with applicable law, (1) the directors of Sub at the Effective Time shall be the directors of the Surviving Corporation and (2) the
officers of Sub at the Effective Time shall be the officers of the Surviving Corporation.
| Item 5.03 | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information
set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Effective upon
completion of the Merger, the certificate of incorporation of Confluent, as in effect immediately prior to the Merger, was amended and
restated to be in the form of the certificate of incorporation filed herewith as Exhibit 3.1. Such exhibit is incorporated by reference.
Effective upon
completion of the Merger, the bylaws of Confluent, as in effect immediately prior to the Merger, were amended and restated to be in the
form of the bylaws filed herewith as Exhibit 3.2. Such exhibit is incorporated by reference.
On the Closing
Date, IBM issued a press release announcing the closing of the Merger. A copy of the press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated by reference.
| Item 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| |
|
| 2.1 |
Agreement
and Plan of Merger, dated December 7, 2025, by and among International Business Machines Corporation, Corvo Merger Sub, Inc.
and Confluent, Inc. (incorporated by reference to Exhibit 2.1 to Confluent’s Current Report on Form 8-K filed
on December 8, 2025)* |
| |
|
| 3.1 |
Amended and Restated Certificate
of Incorporation of Confluent, Inc. |
| |
|
| 3.2 |
Amended and Restated Bylaws
of Confluent, Inc. |
| |
|
| 4.1 |
First
Supplemental Indenture, dated March 17, 2026, to the Indenture, dated December 13, 2021, by and between Confluent, Inc.
and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) |
| |
|
| 99.1 |
Press Release, dated March 17,
2026 |
| |
|
| 104 |
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
| * |
Schedules and exhibits
omitted pursuant to Item 601(a)(5) of Regulation S-K. Confluent will furnish supplementally a copy of any omitted schedule or
exhibit to the SEC upon request. Confluent may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for
any schedules or exhibits so furnished. |
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/ Mark Hobbert |
| Dated: March 17, 2026 |
|
Mark Hobbert |
| |
|
Treasurer |
Exhibit 99.1
IBM Completes
Acquisition of Confluent, Making Real Time Data the Engine of Enterprise AI and Agents
Day-one integrations include IBM watsonx.data,
IBM MQ, IBM webMethods Hybrid Integration,
and IBM Z
ARMONK, N.Y., March 17, 2026 /PRNewswire/ — IBM (NYSE: IBM)
today completed its acquisition of Confluent, Inc., the data streaming platform that more than 6,500 enterprises, including 40% of the
Fortune 500, rely on to power real-time operations. Together, IBM and Confluent deliver a smart data platform that gives every AI model,
agent, and automated workflow the real-time, trusted data needed to operate across on-premises and hybrid cloud environments at scale.
As enterprises move from AI experimentation to production, the critical
barrier to success is the data — clean, governed, continuously refreshed —and delivered at the speed and scale AI demands.
Yet in most enterprises today, data remains siloed across systems and environments, arriving hours or days after it is generated. Together
IBM and Confluent provide the fabric through which AI agents can access the information they need, with the controls, governance, and
real-time velocity to put information to work safely and at scale.
IDC estimates that more than one billion new logical applications
will emerge by 2028 [1], driven by a new generation of AI that will only deliver value if the data behind it is live, trusted, and continuously
flowing. That scale of demand requires a new kind of data foundation, and IBM and Confluent address that challenge directly, giving enterprises
a single, governed platform where AI models and agents can operate with context, in real time, across every environment.
“Transactions happen in milliseconds, and AI decisions need
to happen just as fast. With Confluent, we are giving clients the ability to move trusted data continuously across their entire operation
so their AI models and agents can act on what is happening right now, not on data that is hours old” said Rob Thomas, Senior
Vice President, IBM Software and Chief Commercial Officer. “Together, IBM and Confluent give enterprises the foundation for
a new operating model - one where AI runs on live data, drives decisions in real time, and delivers value at scale.”
Built on Apache Kafka®, the standard for data streaming, Confluent
is already embedded in the operational fabric of the world's largest enterprises, with a customer base that spans industries from financial
services and healthcare to manufacturing and retail.
| · | Michelin relies
on Confluent to manage real-time inventory across a supply chain spanning 170 countries —
achieving 35% cost savings without sacrificing visibility or control [2]. |
| · | L'Oréal
uses Confluent to stream real-time product and inventory updates across internal systems
and third-party applications, helping the company respond faster to changing consumer demand
[3]. |
| · | BMW Group streams
IoT data from 30+ production sites and its global sales network in real time, connecting
factory floor systems and cloud applications across the organization [4]. |
| · | Ticketmaster streams
ticket inventory, sales, and customer activity in real time across hundreds of systems, reducing
development friction and powering machine learning at scale [5]. |
“Since our founding, Confluent’s mission has been to set
the world’s data in motion, making data streaming as foundational to the enterprise as the database. Joining IBM allows us to accelerate
that mission at a much greater scale,” said Jay Kreps, CEO and Co-founder of Confluent. “IBM’s global reach
and deep enterprise relationships will help us go further, faster. As enterprises move from experimenting with AI to running their business
on it, helping data flow continuously across the business has never mattered more. I’m excited to see what we’ll build together.”
IBM and Confluent Product Synergies
Today’s announcement brings immediate integrations across the
IBM portfolio, including:
| · | AI-Ready, Real-Time
Data. Enterprise AI technologies need current context, not yesterday’s data. Confluent
streams live operational events directly into watsonx.data – ensuring every model,
agent, and workflow runs on continuously updated enterprise data, with lineage, policy enforcement,
and quality controls included. |
| · | Activate the modernized
mainframe in the AI era. The most critical business transactions in the world have long
run on IBM Z. With IBM Z and Confluent, organizations can identify and drive real-time events
at the transaction source as well as stream transactional data directly for real-time analytics,
automation, and AI workflows. This enables mission-critical transaction processing to integrate
tightly with the rest of the business in real-time, at enterprise scale. |
| · | Event-Driven
Automation Across Hybrid Environments. IBM MQ and IBM webMethods Hybrid Integration form
the foundation of enterprise event-driven automation, combining trusted transactional messaging
with modern integration and orchestration across hybrid environments. Confluent extends this
platform with high-scale event streaming, enabling applications, APIs, and AI agents to sense
and act on business events in real time.
|
With Confluent, IBM Consulting and IBM partners, will help clients
build the data foundation their AI needs — live, governed, and continuously flowing across every system and environment.
“The shift from AI experimentation to production deployment
has exposed a critical gap in enterprise data architecture: the inability to deliver trusted, real-time data to the systems that need
it most. AI agents and automated workflows don't operate on historical data; they require live operational signals, continuously flowing
across the enterprise as events occur," said Sanjeev Mohan, Principal Analyst, SanjMo. "IBM has made significant progress
assembling a portfolio that addresses both sides of this equation: governance and infrastructure for data at rest, and a platform for
data in motion. For enterprises whose architecture and priorities align with this approach, it is a compelling stack worth evaluating.”
Under the terms of the agreement, IBM has acquired all of the issued
and outstanding common shares of Confluent for $31 per share in cash, representing an enterprise value of approximately $11 billion.
For more information about today's news, please visit https://www.ibm.com/products/confluent
[1] *Source: IDC, 1 Billion New Logical Applications: More
Background, doc #US51953724, April 2024
[2 -5] *Source: Confluent Case Studies & Testimonials https://www.confluent.io/customers/michelin/
https://www.confluent.io/customers/loreal/
https://www.confluent.io/customers/bmw-group/
https://www.confluent.io/customers/ticketmaster/
###
About IBM
IBM is a leading provider of global hybrid cloud and AI, and consulting
expertise. We help clients in more than 175 countries capitalize on insights from their data, streamline business processes, reduce costs
and gain the competitive edge in their industries. Thousands of government and corporate entities in critical infrastructure areas such
as financial services, telecommunications and healthcare rely on IBM's hybrid cloud platform and Red Hat OpenShift to affect their digital
transformations quickly, efficiently and securely. IBM's breakthrough innovations in AI, quantum computing, industry-specific cloud solutions
and consulting deliver open and flexible options to our clients. All of this is backed by IBM's legendary commitment to trust, transparency,
responsibility, inclusivity and service. Visit www.ibm.com for more information.
Press Contact
Sarah Benchaita
IBM Software Communications
sarah.benchaita@ibm.com
Forward-Looking Statements
Certain statements contained
in this communication may be characterized as forward-looking under the Private Securities Litigation Reform Act of 1995. These statements
involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied.
Forward-looking statements in this press release may include statements regarding the expected benefits of the transaction, the impact
of the transaction on IBM’s and the acquired business’s operations and financial results, and expectations following the
completion of the transaction. There can be no assurance that the anticipated benefits of the transaction will be realized. All forward-looking
statements are based on information available to IBM as of the date of this press release. Additional risks and uncertainties are described
in IBM’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and
Quarterly Report on Form 10-Q. IBM undertakes no obligation to update forward-looking statements, except as required by
law.
