Confluent (CFLT) CEO exits equity as IBM merger pays $31 per share

Rhea-AI Filing Summary

Confluent, Inc.’s chief executive officer, Edward Jay Kreps, reported a series of dispositions tied to the company’s merger with International Business Machines Corporation (IBM). Multiple blocks of Class B common stock, including 14,017,500 shares, were disposed of to the issuer in connection with the closing.

Under the merger terms, each share of Confluent Class A and Class B common stock was canceled and converted into the right to receive $31.00 per share in cash, subject to withholding taxes. Outstanding stock options and restricted stock units were also canceled; options were exchanged for cash based on the spread to the $31.00 price, while outstanding RSUs were assumed by IBM and converted into 37,778 IBM restricted stock units. Following these transactions, the filing shows no remaining Confluent equity or derivative holdings for Kreps.

Insights

Equity compensation and M&A specialist

CEO’s Confluent equity is fully cashed out or converted under the IBM merger.

The filing shows Edward Jay Kreps disposing of all visible Confluent equity and derivatives as part of the cash merger with IBM. Class A and B shares are canceled in exchange for $31.00 per share, a standard all-cash deal structure.

Stock options are canceled for cash equal to the spread between the $31.00 merger price and each option’s exercise price, while outstanding RSUs are converted into 37,778 IBM restricted stock units. These are mechanical merger effects, not open‑market selling, and they shift Kreps’ exposure from Confluent stock to IBM equity and cash, with no remaining Confluent holdings in this filing.

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^*

Kreps Edward Jay

(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
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE 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
Restricted Stock Units	03/17/2026		D		301,660	D	(1)(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
Class B Common Stock	(3)	03/17/2026		D			14,017,500	(3)	(3)	Class A Common Stock	14,017,500	(4)	0	D
Class B Common Stock	(3)	03/17/2026		D			149,984	(3)	(3)	Class A Common Stock	149,984	(4)	0	I	See footnote(5)
Class B Common Stock	(3)	03/17/2026		D			1,000,000	(3)	(3)	Class A Common Stock	1,000,000	(4)	0	I	See footnote(6)
Class B Common Stock	(3)	03/17/2026		D			1,000,000	(3)	(3)	Class A Common Stock	1,000,000	(4)	0	I	See footnote(7)
Stock Option (Right to Buy)	$2.24	03/17/2026		D			1,219,153	(8)	10/21/2028	Class A Common Stock	1,219,153	(8)	0	D
Stock Option (Right to Buy)	$2.24	03/17/2026		D			1,725,153	(8)	10/21/2028	Class A Common Stock	1,725,153	(8)	0	D
Stock Option (Right to Buy)	$15.68	03/17/2026		D			2,347,999	(8)	03/18/2031	Class A Common Stock	2,347,999	(8)	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 37,778 shares of IBM common stock.

3. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the Reporting Person and has no expiration date.

4. Pursuant to the Merger Agreement, each share of Issuer Class B Common Stock was canceled and converted into the right to receive the Per Share Price, without interest and subject to applicable withholding taxes.

5. The shares are held by The Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust.

6. The shares are held by the GST Exempt Trust under The Kreps Family 2019 Irrevocable Trust under agreement dated September 26, 2019.

7. The shares are held by the GST Exempt Trust under The Kreps Family 2019 Irrevocable Trust under agreement dated September 26, 2019.

8. 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) CEO Edward Jay Kreps report in this Form 4?

Edward Jay Kreps reported disposing of all visible Confluent equity interests as part of the merger with IBM. His Class A and B shares, stock options, and RSUs were canceled and either cashed out or converted into IBM restricted stock units.

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

Each share of Confluent Class A and Class B common stock was canceled and converted into the right to receive $31.00 in cash per share. This per‑share merger consideration was paid without interest and was subject to applicable withholding taxes under the merger agreement.

Were Edward Jay Kreps’ Confluent stock options sold on the market?

No, the stock options were not sold on the open market. Under the merger agreement, each option was canceled for cash equal to the number of underlying shares times the excess of the $31.00 merger price over the option’s exercise price.

How were Edward Jay Kreps’ restricted stock units treated in the Confluent (CFLT) merger?

Outstanding Confluent restricted stock units held by Edward Jay Kreps were assumed by IBM. They were converted into restricted stock units for 37,778 shares of IBM common stock, transferring his equity exposure from Confluent to IBM under the merger terms.

Does Edward Jay Kreps still hold Confluent (CFLT) shares after this Form 4?

Based on the reported transactions, Edward Jay Kreps no longer holds Confluent shares or related derivatives. The filing shows post‑transaction share balances of zero after his Confluent equity and options were canceled and settled through the IBM merger consideration.

Were any of Edward Jay Kreps’ Confluent (CFLT) shares held through trusts?

Yes, some Class B shares were held through family trusts. Footnotes state shares were held by The Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust and by GST Exempt Trusts under The Kreps Family 2019 Irrevocable Trust agreements.

Is this Form 4 for open‑market buying or selling of Confluent (CFLT) stock?

No, the Form 4 reflects dispositions to the issuer in connection with the IBM merger. The transactions are coded as "D" for disposition to issuer, representing merger-related cancellations and cash or stock consideration, not open‑market purchases or sales.