Confluent, Inc. filings document the company's transition from a Nasdaq-listed public company with Class A common stock under CFLT to a private company following its completed merger with International Business Machines Corporation. The formal record includes Form 8-K material-event reports on the merger closing, shareholder voting matters, governance changes and operating results, along with Form 25 delisting and Form 15 termination of Exchange Act registration and reporting duties.
Earlier disclosure categories for Confluent addressed material agreements, capital-structure matters, officer governance events and financial results associated with its data streaming software business.
Confluent, Inc. reported that its stockholders approved the company’s planned merger with International Business Machines Corporation. At a special meeting, holders representing 247,889,521 shares formed a quorum out of 356,430,665 shares outstanding as of the January 7, 2026 record date, reflecting Confluent’s dual‑class structure with a total of 797,277,080 votes. The merger agreement received 687,954,937 votes in favor, 339,860 against and 91,336 abstentions, comfortably passing the approval threshold. Stockholders also approved, on a non‑binding advisory basis, merger‑related compensation for named executive officers with 684,382,742 votes for, 2,992,865 against and 1,010,526 abstentions. An adjournment proposal was not needed because the merger was approved. The companies expect the merger to close by the middle of 2026, subject to the remaining conditions in the merger agreement and regulatory and other customary risks highlighted in the forward‑looking statements.
Confluent, Inc. filed its annual report outlining its data streaming platform business and a pending all-cash merger with International Business Machines Corporation. Under the Merger Agreement, each Class A and Class B share will be converted into the right to receive $31.00 per share in cash, subject to customary conditions and regulatory approvals.
The company describes its role in real-time data streaming, analytics, and AI, its cloud-native product portfolio, and a global go-to-market strategy supported by major cloud and systems integration partners. Confluent also highlights key risks, including macroeconomic pressures, competitive dynamics, security and operational risks, and extensive uncertainties related to completing the IBM transaction.
Confluent, Inc. reported strong growth and improving profitability for Q4 and fiscal 2025 while progressing toward a sale to IBM. Fourth quarter 2025 total revenue rose 21% year over year to $314.8 million, with subscription revenue of $301.6 million up 20% and Confluent Cloud revenue of $169 million up 23%. Non-GAAP operating income reached $27.6 million, and non-GAAP net income per diluted share was $0.12, while GAAP net loss per share improved to $(0.23). Fiscal 2025 total revenue grew 21% to $1.1667 billion, subscription revenue was $1.1197 billion (up 21%), and non-GAAP operating income increased to $86.1 million with a 7.4% non-GAAP operating margin. Adjusted free cash flow jumped to $76.0 million from $9.5 million in 2024, and customers with at least $100,000 in ARR reached 1,521, up 10%. Confluent also highlighted its pending merger with International Business Machines Corporation, under which IBM will acquire Confluent for $31.00 per share in cash, implying an $11 billion enterprise value, with closing expected by mid-2026, subject to shareholder and regulatory approvals. Due to the proposed transaction, Confluent is not hosting an earnings call or issuing guidance.
Confluent, Inc. filed an 8-K to provide supplemental disclosures to its merger proxy with International Business Machines Corporation after receiving 17 stockholder demand letters and two New York state court complaints alleging the proxy is misleading. Confluent denies the allegations and says its original disclosures comply with law.
The filing expands detail on Morgan Stanley’s fairness analyses, including using 353.2 million common shares, 17.2 million options with an $8.35 weighted-average exercise price, and 19.3 million RSUs on a fully diluted basis. It describes valuation work that adds estimated future net cash of about $1.5 billion, a discounted cash flow using discount rates of 11.1%–12.8% and net cash of approximately $890 million as of September 30, 2025, and precedent transaction revenue multiples. It also notes 30 equity research price targets ranging from $24.00 to $36.00 per share, with a $28.00 median, and formally discloses the pending litigation relating to the merger as the February 12, 2026 stockholder vote approaches.
Confluent, Inc.’s Chief Revenue Officer Mac Ban Ryan Norris received a grant of 59,854 Class A common stock restricted stock units on January 26, 2026. The units were granted at a price of $0 per share and vest quarterly through May 2027.
After this equity award, Norris beneficially owns 392,533 Class A shares in direct form. This filing reflects equity compensation rather than an open‑market purchase or sale.
Confluent, Inc. reported that the U.S. antitrust waiting period required under the Hart-Scott-Rodino Act for its proposed merger with IBM expired at 11:59 p.m. Eastern Time on January 12, 2026, satisfying a key regulatory condition for closing.
The merger would combine Confluent with a wholly owned IBM subsidiary, after which Confluent would become a wholly owned IBM subsidiary. Completion of the transaction still depends on other customary closing conditions, including approvals or authorizations under antitrust and foreign investment laws in specified non-U.S. jurisdictions and approval by Confluent stockholders at a special meeting.
Confluent agreed to be acquired by IBM in an all-cash merger. IBM will buy Confluent for $31.00 in cash per share of Class A or Class B common stock, a premium of about 35% to Confluent’s 30‑day volume‑weighted average price as of December 5, 2025. A special virtual stockholder meeting on February 12, 2026 will ask investors to approve the merger agreement, a non‑binding vote on merger‑related executive compensation, and a possible adjournment to solicit more proxies. If approved and conditions such as antitrust clearances are satisfied, Confluent will become a wholly owned IBM subsidiary and its stock will be delisted. Stockholders who do not vote for the merger and follow strict Delaware procedures may instead seek a court‑determined “fair value” in cash via appraisal rights.
Confluent, Inc. has agreed to be acquired by IBM for cash. International Business Machines Corporation will acquire Confluent via a merger in which an IBM subsidiary will merge into Confluent, leaving Confluent as a wholly owned IBM subsidiary. If the merger closes, stockholders will receive $31.00 in cash per share of Class A or Class B common stock, without interest and less applicable taxes, representing a 35% premium to Confluent’s 30‑day volume‑weighted average price as of December 5, 2025.
A special virtual stockholder meeting in 2026 will ask investors to vote on adopting the merger agreement, approving merger‑related executive compensation on an advisory basis, and a possible adjournment to solicit additional proxies. A special independent board committee and the full Board unanimously determined the deal and consideration are fair and in the best interests of stockholders and recommend voting “FOR” all proposals. Stockholders who do not vote for the merger and follow strict Delaware procedures may instead seek a court‑determined cash payment for the “fair value” of their shares.
Confluent, Inc.'s chief financial officer reported a disposition of 6,667 shares of Class A common stock on 12/12/2025. The transaction, coded "G" and recorded at a price of $0 per share, left the officer with 582,071 shares beneficially owned on a direct basis. The report was filed by a single reporting person in their capacity as an officer of the company.
Confluent, Inc.'s chief executive officer and director reported exercising stock options for Class B common stock, converting those shares into Class A common stock and then selling the resulting Class A shares. On 12/12/2025, he converted 506,000 shares of Class B into Class A and sold 506,000 Class A shares at prices ranging from $30.02 to $30.10. On 12/15/2025, he converted 232,500 shares of Class B into Class A and sold 232,500 Class A shares at prices between $30.05 and $30.14.
After these transactions, he directly owned 339,367 shares of Class A common stock. The filing also shows additional positions related to Class A common stock held indirectly through family trusts, including 149,984 shares in a 2018 revocable trust and 1,000,000-share positions in each of two 2019 irrevocable trusts. The 232,500-share sale on 12/15/2025 was made under a Rule 10b5-1 trading plan adopted on August 15, 2024.