v3.25.4

Organization and Description of Business | 12 Months Ended
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Dec. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Organization and Description of Business | Organization and Description of Business Description of Business Confluent, Inc. (“Confluent” or the “Company”) provides a Data Streaming Platform that enables customers to connect their applications, systems, and data layers and can be deployed as a fully-managed cloud-native software-as-a-service (“SaaS”) offering, Confluent Cloud, as self-managed offerings, Confluent Platform and Confluent Private Cloud, or as a Bring Your Own Cloud (“BYOC”) managed service offering where the raw data resides inside a customer’s own cloud environment, Confluent WarpStream. Confluent also offers professional services and education services. The Company was incorporated in the state of Delaware in September 2014 and is headquartered in California with various other global office locations. Proposed Transaction with IBM On December 7, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with International Business Machines Corporation (“IBM”) and Corvo Merger Sub, Inc., a wholly owned subsidiary of IBM (“Merger Sub”). The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Confluent (the “Merger”), with Confluent continuing as the surviving corporation of the Merger and as a wholly owned subsidiary of IBM. The Merger is expected to be completed by the middle of 2026, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Confluent’s Class A common stock and Class B common stock issued and outstanding immediately prior to the Effective Time (subject to certain customary exceptions specified in the Merger Agreement) will automatically be canceled and converted into the right to receive $31.00 in cash, without interest and subject to applicable withholding taxes. Completion of the Merger is subject to customary conditions, including the adoption of the Merger Agreement by Confluent’s stockholders; the satisfaction of certain domestic and foreign regulatory approvals; the absence of an order or law preventing or materially restraining the consummation of the Merger; the accuracy of the representations and warranties of the parties made in the Merger Agreement, subject to applicable materiality qualifiers; the performance by each party of its covenants and agreements set forth in the Merger Agreement in all material respects; and no Material Adverse Effect (as defined in the Merger Agreement) having occurred with respect to Confluent, the existence or consequences of which are continuing. The Merger Agreement includes certain customary termination rights for the Company and IBM. Upon termination of the Merger Agreement in certain circumstances, the Company will be required to pay IBM a termination fee of $453.6 million. The Company incurred $12.5 million of transaction costs associated with the proposed Merger during the year ended December 31, 2025, which were recorded as general and administrative expenses in the consolidated statements of operations.

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