Confluent (CFLT) director’s shares, RSUs and options canceled for $31 cash

Rhea-AI Filing Summary

Confluent, Inc. director Neha Narkhede reported the cash-out of her equity in connection with a merger. Pursuant to a Merger Agreement among Confluent, International Business Machines Corporation and Corvo Merger Sub, 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. Her RSUs were canceled for a cash amount equal to $31.00 multiplied by the number of underlying Class A shares, and her vested stock options were canceled for cash equal to the number of option shares times the excess of the $31.00 per share price over the option exercise price. Following these dispositions to the issuer, she reports no remaining shares or options 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^*

Narkhede Neha

(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		20,247	D	(1)	0	D
Class A Common Stock	03/17/2026		D		1,787	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
Class B Common Stock	(3)	03/17/2026		D			1,083,729	(3)	(3)	Class A Common Stock	1,083,729	(4)	0	D
Stock Option (Right to Buy)	$2.24	03/17/2026		D			377,502	(5)	10/21/2028	Class A Common Stock	377,502	(5)	0	D
Stock option (Right to Buy)	$2.24	03/17/2026		D			629,368	(5)	10/21/2028	Class A Common Stock	629,368	(5)	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. 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 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 insider transaction did Confluent (CFLT) director Neha Narkhede report?

Neha Narkhede reported disposing of her Confluent equity back to the issuer. Her Class A and Class B shares, RSUs, and vested stock options were canceled in exchange for cash, as required by a Merger Agreement involving Confluent and International Business Machines Corporation.

At what price were Confluent (CFLT) shares cashed out for Neha Narkhede?

Each Confluent share was cashed out at $31.00 per share. Under the Merger Agreement, every share of Class A and Class B Common Stock was canceled and converted into the right to receive $31.00 in cash, without interest and subject to applicable withholding taxes.

How were Neha Narkhede’s Confluent (CFLT) RSUs treated in the merger?

Her RSUs were canceled for a cash payment. The cash amount equals the product of the $31.00 per share price and the total number of Class A shares covered by the RSUs, with payments subject to applicable tax withholding under the terms of the Merger Agreement.

What happened to Neha Narkhede’s Confluent (CFLT) stock options?

Her fully vested stock options were canceled for cash. The cash received equals the number of shares subject to each option multiplied by the excess of the $31.00 per share price over the option’s exercise price, consistent with the Merger Agreement’s formula.

Does Neha Narkhede still hold Confluent (CFLT) shares after these transactions?

She reports no remaining Confluent shares or options after the dispositions. For each reported security, the position following the transaction is shown as zero, indicating that all such reported equity interests were canceled in exchange for cash consideration.

How were Confluent (CFLT) Class B shares handled for Neha Narkhede?

Her Class B shares were canceled for the same $31.00 per share cash price. Although each Class B share was convertible into one Class A share, they were instead canceled and converted directly into the right to receive the stated per-share cash consideration.