Kreps Edward Jay 4
4 · Confluent, Inc. · Filed Mar 19, 2026
Research Summary
AI-generated summary of this filing
Confluent (CFLT) CEO Edward Kreps Sells Shares in $674.6M Merger
What Happened
Edward J. Kreps, CEO of Confluent, reported multiple dispositions on March 17, 2026 related to the company’s merger with IBM. The Form 4 shows a total of 21,761,449 Confluent shares (including Class A, Class B conversions, RSU conversions and option-related dispositions) were cancelled/converted pursuant to the Merger Agreement at $31.00 per share, for aggregate consideration of approximately $674.6 million. Several derivative positions (RSUs and options) were also settled or assumed as part of the deal.
Key Details
- Transaction date: March 17, 2026; Form 4 filed March 19, 2026 (within the typical 2-business-day window).
- Per-share consideration: $31.00 in cash under the Merger Agreement (footnote F1).
- Total shares disposed/converted: 21,761,449; approximate aggregate cash value: $674,604,919.
- Types of dispositions reported: direct share cancellations, conversion of Class B shares to cash, cancellation/settlement of stock options for cash, and RSU conversions/assumptions.
- RSU treatment: IBM assumed outstanding RSUs and converted them into restricted stock units of IBM (footnote F2).
- Options: fully vested/options were cancelled and settled for cash equal to (shares covered) × (Per Share Price − exercise price) per the Merger Agreement (footnote F8).
- Some shares were held in family trusts (footnotes F5–F7).
- Shares owned after the transaction are not specified in the excerpt provided.
Context
This was not an open-market sale but a merger-related conversion/cash-out and equity assumption by the acquirer (IBM). For derivatives: RSUs were largely assumed (converted to IBM RSUs) and stock options were cashed out per the merger formula rather than exercised and sold in the market. These filings reflect deal consideration, not discretionary insider trading; they are routine consequences of the merger terms.
Insider Transaction Report
- Disposition to Issuer
Restricted Stock Units
[F1][F2]2026-03-17−301,660→ 0 total - Disposition to Issuer
Class B Common Stock
[F3][F4]2026-03-17−14,017,500→ 0 total→ Class A Common Stock (14,017,500 underlying) - Disposition to Issuer
Class B Common Stock
[F3][F4][F5]2026-03-17−149,984→ 0 total(indirect: See footnote)→ Class A Common Stock (149,984 underlying) - Disposition to Issuer
Class B Common Stock
[F3][F4][F6]2026-03-17−1,000,000→ 0 total(indirect: See footnote)→ Class A Common Stock (1,000,000 underlying) - Disposition to Issuer
Class B Common Stock
[F3][F4][F7]2026-03-17−1,000,000→ 0 total(indirect: See footnote)→ Class A Common Stock (1,000,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F8]2026-03-17−1,219,153→ 0 totalExercise: $2.24Exp: 2028-10-21→ Class A Common Stock (1,219,153 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F8]2026-03-17−1,725,153→ 0 totalExercise: $2.24Exp: 2028-10-21→ Class A Common Stock (1,725,153 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F8]2026-03-17−2,347,999→ 0 totalExercise: $15.68Exp: 2031-03-18→ Class A Common Stock (2,347,999 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]The shares are held by The Edward J. Kreps and Jamaica H. Kreps 2018 Revocable Trust.
- [F6]The shares are held by the GST Exempt Trust under The Kreps Family 2019 Irrevocable Trust under agreement dated September 26, 2019.
- [F7]The shares are held by the GST Exempt Trust under The Kreps Family 2019 Irrevocable Trust under agreement dated September 26, 2019.
- [F8]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.