Confluent (CFLT) director shares canceled in $31-per-share IBM merger

Rhea-AI Filing Summary

Confluent, Inc. director Jonathan Chadwick disposed of his equity in connection with the company’s merger with International Business Machines Corporation. A total of 485,938 shares of Class A Common Stock were canceled and converted into the right to receive $31.00 per share in cash, subject to withholding taxes. An additional 8,302 Restricted Stock Units were canceled in exchange for cash equal to $31.00 multiplied by the number of underlying shares. Following these transactions, Chadwick reported no remaining holdings of these securities.

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

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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^*

Chadwick Jonathan

(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)

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

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		485,938	D	(1)	0	D
Restricted Stock Units	03/17/2026		D		8,302	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

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 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, the RSUs were canceled in exchange for the right to receive an amount in cash, subject to applicable withholding taxes, equal to the product of (a) the Per Share Price multiplied by (b) the total number of shares of Class A Common Stock covered by the RSUs.

	/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 insider transaction did Confluent (CFLT) director Jonathan Chadwick report?

Jonathan Chadwick reported disposing of his Confluent holdings as part of the company’s merger with IBM. His Class A shares and Restricted Stock Units were canceled and converted into rights to receive cash consideration under the agreed $31.00 per-share merger price.

How many Confluent (CFLT) Class A shares were affected for Jonathan Chadwick?

Jonathan Chadwick reported 485,938 shares of Confluent Class A Common Stock being canceled. Each canceled share was converted into the right to receive $31.00 in cash, without interest and subject to applicable withholding taxes, under the merger agreement with IBM.

What happened to Jonathan Chadwick’s Confluent (CFLT) Restricted Stock Units?

Chadwick’s 8,302 Restricted Stock Units were canceled in the merger. They were exchanged for cash equal to the product of the $31.00 per-share merger price and the total number of underlying Class A Common Stock shares, subject to applicable withholding taxes.

What cash consideration did Confluent (CFLT) shareholders receive in the IBM merger?

Under the merger agreement, each share of Confluent Class A Common Stock was canceled and converted into the right to receive $31.00 per share in cash. This amount is referred to as the merger consideration or per share price, before applicable tax withholding.

Does Jonathan Chadwick still hold Confluent (CFLT) shares after the merger transactions?

Following the reported transactions, Jonathan Chadwick’s total reported holdings of the affected Confluent securities were zero. His Class A Common Stock and Restricted Stock Units were canceled and converted into cash rights as part of the completed cash merger with IBM.