Chadwick Jonathan 4
4 · Confluent, Inc. · Filed Mar 19, 2026
Research Summary
AI-generated summary of this filing
Confluent (CFLT) Director Chadwick Jonathan Sells 494,240 Shares
What Happened
Confluent director Chadwick Jonathan reported dispositions on 2026-03-17 totaling 494,240 shares (485,938 + 8,302) via "disposition to the issuer" under the company’s merger agreement. The Form 4 shows N/A for per‑share price because the shares were canceled in connection with the merger; a filing footnote states each share was converted into the right to receive $31.00 cash, implying total proceeds of approximately $15,321,440.
Key Details
- Transaction date: 2026-03-17; Form 4 filed: 2026-03-19 (timely filing).
- Reported dispositions: 485,938 shares and 8,302 shares (total 494,240). Form lists price as N/A; footnote specifies $31.00 per share Merger Consideration.
- Approximate total cash received: 494,240 × $31.00 = $15,321,440 (before applicable withholding taxes).
- Shares owned after transaction: the filing does not list post-transaction holdings; Class A shares and RSUs were canceled under the Merger Agreement.
- Transaction code: D (Disposition to issuer). Footnotes: F1 (Class A shares canceled/converted to $31.00/share) and F2 (RSUs canceled for cash equal to $31.00 × shares).
- No indication this was a voluntary open‑market sale—proceeds resulted from the merger consideration, not a market trade.
Context
These dispositions reflect the merger with IBM (per the Merger Agreement), where Confluent Class A shares and RSUs were canceled for cash consideration. Such merger-related conversions are routine M&A mechanics and do not by themselves indicate the insider’s view of the company’s future performance.
Insider Transaction Report
- Disposition to Issuer
Class A Common Stock
[F1]2026-03-17−485,938→ 0 total - Disposition to Issuer
Restricted Stock Units
[F2]2026-03-17−8,302→ 0 total
Footnotes (2)
- [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.