IBM (NYSE: IBM) closes $31-per-share cash merger with Confluent (CFLT)

Rhea-AI Filing Summary

Confluent, Inc. Chief Accounting Officer Phan Kong reported the cancellation of his Confluent equity in connection with the company’s cash merger with IBM. Each share of Confluent Class A common stock was converted into the right to receive $31.00 in cash, subject to taxes.

He disposed of 149,758 shares of Class A common stock and 96,078 restricted stock units, all in issuer transactions tied to the merger. Fully vested stock options for 11,103 and 21,623 shares were also canceled for cash equal to their intrinsic value based on the $31.00 per‑share price, leaving no remaining Confluent equity holdings reported after these transactions.

Insights

Equity compensation analyst

Officer’s Confluent equity was cashed out mechanically in IBM’s $31-per-share merger.

Phan Kong’s Form 4 shows a complete disposition of his Confluent equity because the company was acquired for $31.00 per share in cash by IBM. Common shares, RSUs, and vested options were all converted or canceled for cash under the merger terms, rather than traded in the open market.

The filing notes that each RSU was assumed by IBM and turned into IBM restricted stock units, while vested options were canceled for a cash payment equal to their intrinsic value at the $31.00 per‑share price. With total holdings after the transactions reported as zero and no remaining derivatives, this looks like a routine cleanup tied to closing of the merger, not a discretionary sale that would typically alter an investment thesis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Phan Kong

(Last) (First) (Middle)

C/O CONFLUENT, INC.

899 W. EVELYN AVENUE

(Street)

MOUNTAIN VIEW CALIFORNIA 94041

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Confluent, Inc. [ CFLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/17/2026		D		149,758	D	(1)	0	D
Restricted Stock Units	03/17/2026		D		96,078	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$4.71	03/17/2026		D			11,103	(3)	05/14/2030	Class A Common Stock	11,103	(3)	0	D
Stock Option (Right to Buy)	$15.68	03/17/2026		D			21,623	(3)	03/18/2031	Class A Common Stock	21,623	(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated December 7, 2025, by and among the Issuer, International Business Machines Corporation ("IBM") and Corvo Merger Sub, Inc., (the "Merger Agreement"), each share of Issuer Class A Common Stock was canceled and converted into the right to receive $31.00 per share in cash (the "Merger Consideration" or the "Per Share Price"), without interest and subject to applicable withholding taxes.

2. Pursuant to the Merger Agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 12,031 shares of IBM common stock.

3. The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the total number of shares of Issuer common stock covered by such option immediately prior to the Effective Time (as defined in the Merger Agreement) multiplied by (b) the excess of (1) the Per Share Price over (2) the per share exercise price of such option.

	/s/ Weilyn Wood, Attorney-in-Fact	03/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Confluent (CFLT) disclose about its merger price with IBM in this Form 4?

The filing shows each share of Confluent Class A common stock was canceled and converted into the right to receive $31.00 per share in cash. This all-cash consideration is described as the merger consideration under the Agreement and Plan of Merger with IBM.

What Confluent (CFLT) shares did Phan Kong dispose of in connection with the IBM merger?

Chief Accounting Officer Phan Kong reported issuer dispositions of 149,758 shares of Confluent Class A common stock. These shares were canceled and converted into the right to receive the $31.00 per-share cash merger consideration described in the merger agreement with IBM.

How were Phan Kong’s Confluent restricted stock units treated in the IBM merger?

The Form 4 reports disposition of 96,078 restricted stock units, and a footnote explains that, under the merger agreement, each outstanding RSU was assumed by IBM and converted into restricted stock units for 12,031 IBM common shares, subject to the agreement’s terms.

What happened to Phan Kong’s Confluent stock options in the IBM acquisition?

Two fully vested Confluent stock option grants for 11,103 and 21,623 shares were canceled in issuer dispositions. A footnote states each option was exchanged for cash equal to shares covered multiplied by the excess of the $31.00 per-share price over the option’s exercise price.

Does Phan Kong hold any Confluent (CFLT) equity after the IBM merger transactions?

No remaining Confluent equity is shown. For each reported transaction, total shares following the disposition are listed as 0, and the derivative summary is empty, indicating no Confluent common stock or options held after completion of these merger-related adjustments.

Is Phan Kong’s Form 4 for Confluent (CFLT) an open-market sale of shares?

The transactions are coded as D, dispositions to the issuer, not open-market sales. Footnotes explain they arise from the merger agreement, where shares, RSUs, and options were canceled or converted for cash or IBM equity as part of the completed acquisition.