(Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period endedMarch 31,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of April 23, 2025, there were286,330,069shares of the registrant’s Class A common stock and54,059,807shares of the registrant’s Class B commonstock, each with a par value of $0.00001 per share, outstanding. TABLE OF CONTENTS PART I. Financial InformationITEM 1. Financial Statements (unaudited)3Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 20243Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 20245Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2025 and 20246Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2025 and 20247Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 20248Notes to Condensed Consolidated Financial Statements10ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations30ITEM 3. Quantitative and Qualitative Disclosures about Market Risk45ITEM 4. Controls and Procedures46PART II. Other InformationITEM 1. Legal Proceedings46ITEM 1A. Risk Factors47ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds96ITEM 3. Defaults Upon Senior Securities96ITEM 4. Mine Safety Disclosures96ITEM 5. Other Information97ITEM 6. Exhibits98Signatures99 SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantialrisks and uncertainties. All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q,including statements regarding our future results of operations and financial condition, business strategy and plans, and objectivesof management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statementsbecause they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,”“may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” “would,” or the negative of these words orother similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning thefollowing: •our expectations regarding our revenue, revenue mix, expenses, and other results of operations;•our ability to acquire new customers and successfully retain existing customers;•our ability to increase consumption of our offering, including our data streaming platform, and expand features andfunctionalities;•our ability to achieve or sustain our margins and profitability;•the impact of, and our ability to operate our business and effectively manage our growth under, evolving and uncertainmacroeconomic conditions and scrutiny on IT spending, including as a result of inflationary pressures, geopoliticalevents, and recessionary environments;•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capitalrequirements;•the costs and success of our sales and marketing efforts, including in connection with our shift to a consumption-oriented sales model for Confluent Cloud, and our ability to promote our brand;•our growth strategies for, and market acceptance of, our platform, as well as our ability to execute such strategies;•the estimated addr