IBM deal cashes out Confluent (CFLT) director’s shares at $31

Rhea-AI Filing Summary

Confluent, Inc. director Gregory George Schott reported dispositions tied to the cash acquisition of the company by International Business Machines Corporation. Under the merger, each Class A share was canceled and converted into the right to receive $31.00 in cash, before taxes.

Schott’s Class A shares, including those held directly and by trust, were returned to the issuer for cash. His restricted stock units were canceled for a cash amount based on the $31.00 per-share price, and a fully vested stock option over 450,944 shares at a $4.71 exercise price was similarly canceled for cash. Following these transactions, the filing shows no remaining shares or options.

Insights

Insider transactions & governance analyst

Director’s equity was cashed out in a merger, not sold on the open market.

The filing shows dispositions to the issuer as part of IBM’s acquisition of Confluent. All Class A shares, RSUs and options held by director Gregory Schott were canceled in exchange for cash using a fixed per-share merger price of $31.00.

The stock option over 450,944 underlying shares, fully vested at a $4.71 exercise price, was also canceled for cash based on the merger formula. Because these are mechanical merger conversions rather than discretionary market trades, they carry limited signaling value about the director’s view of the company.

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^*

SCHOTT GREGORY GEORGE

(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		12,559	D	(1)	0	D
Class A Common Stock	03/17/2026		D		2,466	D	(1)	0	I	By Trust
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
Stock Option (Right to Buy)	$4.71	03/17/2026		D			450,944	(3)	05/14/2030	Class A Common Stock	450,944	(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 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.

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 (1) the total number of shares of Issuer common stock covered by such 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 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 does the Confluent (CFLT) Form 4 filing for Gregory Schott report?

The Form 4 reports that director Gregory Schott’s Confluent equity was canceled and converted into cash as part of IBM’s acquisition. His Class A shares, restricted stock units, and stock options were all disposed of in issuer transactions tied to a fixed merger cash consideration.

At what price were Confluent (CFLT) shares converted in the IBM merger?

Each share of Confluent Class A Common Stock was canceled and converted into the right to receive $31.00 in cash per share. This fixed cash merger consideration applies before interest and is subject to applicable withholding taxes, according to the agreement and plan of merger terms.

What happened to Gregory Schott’s Confluent restricted stock units in this transaction?

Schott’s restricted stock units were canceled and replaced with a cash right. The cash amount equals the product of the $31.00 per-share price and the total number of Confluent Class A shares covered by those RSUs, subject to applicable withholding taxes under the merger agreement.

How were Gregory Schott’s Confluent stock options treated in the IBM acquisition?

His fully vested, immediately exercisable option over 450,944 shares at a $4.71 exercise price was canceled. In exchange, he became entitled to cash equal to the number of covered shares multiplied by the excess of $31.00 over the option’s per-share exercise price.

Does Gregory Schott retain any Confluent (CFLT) equity after these Form 4 transactions?

According to the Form 4, Schott’s reported holdings in Confluent drop to zero after the merger-related dispositions. His direct and trust-held Class A shares, RSUs, and the option position were all canceled in exchange for cash consideration under the IBM merger agreement.

Were Gregory Schott’s Confluent transactions open-market sales or merger-related disposals?

They were merger-related disposals described as dispositions to the issuer, not open-market sales. The Form 4 uses transaction code D, indicating securities were canceled or returned to the company for cash based on the $31.00 per-share merger price, rather than sold on an exchange.