Confluent, Inc.·4

Mar 19, 6:00 PM ET

Narkhede Neha 4

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

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Confluent (CFLT) Director Neha Narkhede Sells Shares in Merger

What Happened
Neha Narkhede, a director of Confluent, reported dispositions to the issuer on March 17, 2026, related to Confluent’s merger with IBM. The Form 4 shows six dispositions totaling 2,120,935 shares (20,247; 1,787; 8,302; 1,083,729; 377,502; 629,368). The filing lists per-share price as N/A, but footnotes to the Form 4 state that under the Merger Agreement each Confluent share (Class A and Class B) and RSUs were converted into the right to receive $31.00 per share in cash, implying aggregate gross proceeds of about $65,748,985 (2,120,935 × $31.00). Several of the reported items are derivative cancellations (RSUs/options/Class B conversion) rather than open-market sales.

Key Details

  • Transaction date(s): March 17, 2026; Form 4 filed March 19, 2026 (filed within the required 2-business-day window).
  • Per-share consideration: $31.00 per footnotes to the filing (cash merger consideration).
  • Total shares disposed: 2,120,935 shares; approximate gross proceeds: $65,748,985 (pre-tax).
  • Shares owned after transaction: not specified in the summary data provided — see the Form 4 for post-transaction holdings.
  • Notable footnotes: F1–F5 explain the IBM Merger Agreement cash-out; RSUs and options were canceled for cash consideration, Class B shares converted at the per-share price, and options were cashed out for the excess of the per-share price over exercise price.
  • Filing timeliness: appears timely (filed two days after the reported transactions).

Context
These were corporate merger-related cash dispositions (shares and equity awards canceled and converted into $31.00 cash per share) rather than voluntary open-market sales. Derivative items represent RSUs/options and Class B conversions paid in cash under the merger terms; for options the payout equals (per-share price − exercise price) × number of option shares. Such merger cash-outs are routine outcomes of an acquisition and do not, by themselves, indicate trading sentiment.

Insider Transaction Report

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

    Class A Common Stock

    [F1]
    2026-03-1720,2470 total
  • Disposition to Issuer

    Class A Common Stock

    [F1]
    2026-03-171,7870 total(indirect: By Trust)
  • Disposition to Issuer

    Restricted Stock Units

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

    Class B Common Stock

    [F3][F4]
    2026-03-171,083,7290 total
    Class A Common Stock (1,083,729 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    [F5]
    2026-03-17377,5020 total
    Exercise: $2.24Exp: 2028-10-21Class A Common Stock (377,502 underlying)
  • Disposition to Issuer

    Stock option (Right to Buy)

    [F5]
    2026-03-17629,3680 total
    Exercise: $2.24Exp: 2028-10-21Class A Common Stock (629,368 underlying)
Footnotes (5)
  • [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]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 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.
Signature
/s/ Weilyn Wood, Attorney-in-Fact|2026-03-19

Documents

2 files