Confluent, Inc.·4

Mar 19, 6:00 PM ET

SCHOTT GREGORY GEORGE 4

4 · Confluent, Inc. · Filed Mar 19, 2026

Research Summary

AI-generated summary of this filing

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Confluent (CFLT) Director Gregory Schott Sells Shares

What Happened
Gregory Schott, a director of Confluent, reported dispositions on 2026-03-17 totaling 474,271 shares (12,559 + 2,466 + 8,302 + 450,944). Under the Merger Agreement with IBM, each share of Confluent Class A common stock was canceled and converted into the right to receive $31.00 per share in cash, so the transactions generated roughly $14.7 million in aggregate cash consideration (before applicable withholding taxes). The largest item (450,944) was a derivative-related disposition (RSUs/options cashed out).

Key Details

  • Transaction date: March 17, 2026; Form filed March 19, 2026 (filed 2 days after transaction).
  • Per-share Merger Consideration: $31.00; total cash consideration ≈ $14,702,401 (subject to withholding).
  • Nature of dispositions: shares canceled/converted under the Merger Agreement; included cancellation/cash-out of RSUs and vested options.
  • Footnotes: F1—Class A shares converted to $31/share; F2—RSUs canceled for cash = $31 × RSU shares; F3—Vested options canceled for cash = (Per Share Price − option exercise price) × option shares.
  • Shares owned after transaction: shares were canceled/converted under the merger; the filing shows these holdings were disposed/converted (cash-out), not an open-market sale.

Context
These were not open-market sales based on personal trading choice but contractual cash-outs under Confluent’s merger with IBM — a routine outcome of that agreement. For options and RSUs, the filing reflects cash settlement rather than a cashless exercise or separate share sale. This type of Merger-related disposition generally reflects the transaction terms, not an insider sentiment trade.

Insider Transaction Report

Form 4Exit
Period: 2026-03-17
Transactions
  • Disposition to Issuer

    Class A Common Stock

    [F1]
    2026-03-1712,5590 total
  • Disposition to Issuer

    Class A Common Stock

    [F1]
    2026-03-172,4660 total(indirect: By Trust)
  • Disposition to Issuer

    Restricted Stock Units

    [F2]
    2026-03-178,3020 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F3]
    2026-03-17450,9440 total
    Exercise: $4.71Exp: 2030-05-14Class A Common Stock (450,944 underlying)
Footnotes (3)
  • [F1]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.
  • [F2]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.
  • [F3]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.
Signature
/s/ Weilyn Wood, Attorney-in-Fact|2026-03-19

Documents

2 files