Item 3.02 Unregistered Sales of Equity Securities

On June 28, 2021, Confluent, Inc. (the "Company") completed its previously disclosed planned donation of 250,000 shares of Class A common stock to its charitable foundation, Confluent.org. The donated shares were issued in reliance on the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

Amendment and Restatement of Certificate of Incorporation

On June 28, 2021, the Company filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the Company's initial public offering of shares of Class A common stock (the "IPO"). The Company's board of directors and stockholders previously approved the Restated Certificate to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Amendment and Restatement of Bylaws

On June 28, 2021, the Company's Amended and Restated Bylaws (the "Restated Bylaws") became effective in connection with the closing of the IPO. The Company's board of directors and stockholders previously approved the Restated Bylaws to be effective upon the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Please see the description of the Restated Certificate and the Restated Bylaws in the section titled "Description of Capital Stock" in the final prospectus the Company filed with the Securities and Exchange Commission on June 25, 2021 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, relating to the Registration Statement on Form S-1, as amended (File No. 333-256693).

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.       Description

3.1                 Amended and Restated Certificate of Incorporation of Confluent,
                  Inc.

3.2(1)              Amended and Restated Bylaws of Confluent, Inc.

(1) Previously filed as Exhibit 3.4 to the Company's Registration Statement on

Form S-1, as amended (File No. 333-256693), filed with the Securities and

Exchange Commission on June 16, 2021, and incorporated herein by reference.

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