Couchbase, Inc. SEC Filings

Amendment No. 3 to Schedule 13D reports that Haveli-related entities and Brian N. Sheth completed a merger transaction that resulted in Couchbase, Inc. becoming a direct wholly owned subsidiary of Cascade Parent Inc. as of the Closing Date, and that each outstanding share of Couchbase common stock was converted into the right to receive $24.50 per share in cash. The aggregate merger consideration was approximately $1.5 billion. Following the Merger, the Reporting Persons collectively beneficially own 100% of the outstanding common stock reported on the cover pages, Nasdaq trading was suspended prior to the opening on the Closing Date, and the Issuer requested delisting and intends to seek deregistration and suspension of reporting obligations.

Couchbase, Inc. (BASE) Form 4 filed for Huw Owen, SVP & Chief Revenue Officer, reports transactions tied to the company's June 20, 2025 merger. At the merger's effective time on 09/24/2025, 354,803 common shares reported in Table I were converted into the right to receive cash and are shown as disposed, leaving 0 shares beneficially owned. Equity awards including multiple stock options (totaling 73,395 options) and performance- and time-based restricted stock units (totaling 38,333 PSUs) were cancelled or converted into contingent cash awards.

The merger consideration was $24.50 per share. Of the PSUs, 31,945 were deemed vested at 100% of target and converted into cash; 6,388 remain as time-based PSUs with vesting provisions and potential acceleration. The Form 4 is signed by Margaret Chow by power of attorney for Huw Owen.

Matthew M. Cain, Chair, President & CEO of Couchbase, Inc. (BASE), filed a Form 4 reporting transactions tied to the company’s merger with Cascade Parent Inc. on 09/24/2025. At the merger effective time, 794,061 shares of common stock were disposed and converted into the right to receive $24.50 per share in cash. Unvested restricted stock units were cancelled and converted into contingent cash awards that generally preserve original vesting schedules. Multiple stock options (totaling ~2.0 million options across strike prices $5.48, $7.45, $7.48, $7.75 and $21.40) were cancelled and converted into cash for the intrinsic spread where applicable. A performance-based RSU award of 191,668 shares was deemed vested at 100% and converted to cash, while 38,332 PSU shares remain subject to time-based vesting on 12/15/2025.

Margaret Chow, SVP & Chief Legal Officer of Couchbase, Inc. (BASE), reported transactions tied to the company's merger closing on 09/24/2025. At the effective time of the merger, outstanding common shares and equity awards were converted or cancelled for cash consideration of $24.50 per share. The report shows 191,917 common shares disposed, and derivative awards (19,999 options at $21.40, 122,999 options at $7.75, and 46,000 RSUs/PSUs) were cancelled and converted into cash rights or awards with vesting or payout terms described in the merger agreement. Following these transactions, Ms. Chow reports 0 shares beneficially owned in each listed category.

Couchbase insider William R. Carey reported that, as a result of a merger, his equity awards and common shares were converted into cash consideration of $24.50 per share. The Form 4 shows 88,936 common shares were disposed of and the reporting person now beneficially owns 0 common shares. Outstanding vested stock options with exercise prices at or below the per-share cash price were cancelled and converted into cash payments equal to the excess of the per-share price over the option exercise price multiplied by the option shares. Unvested restricted stock units were cancelled and converted into contingent cash awards that retain their original vesting schedules, while certain performance-based RSUs were deemed unachieved and forfeited.

The filing identifies the reporting person as an officer (Interim CFO & CAO) and reflects that these changes arose solely from the terms of the merger agreement between Couchbase and the acquirer.

Richard A. Simonson, a director of Couchbase, Inc. (BASE), disposed of all reported holdings in connection with a merger. On 09/24/2025 he surrendered 51,549 shares of common stock and had 0 shares of common stock beneficially owned after the transaction. Unvested restricted stock units were cancelled and converted into contingent cash awards tied to a per-share cash consideration of $24.50. A stock option covering 80,000 shares with a $7.75 exercise price was fully vested and cancelled, converting into a cash payment equal to the excess of the per-share cash consideration over the exercise price multiplied by the option shares. The disclosures show the director no longer holds equity or option exposure following the merger-related cash-out.

Lynn M. Christensen, a director of Couchbase, Inc. (BASE), reported transactions tied to the company’s merger. The Form 4 shows that on 09/24/2025, 12,218 shares of Couchbase common stock were disposed of and unvested restricted stock units were converted into contingent cash-award rights. The filing references a Merger Agreement dated 06/20/2025 under which Couchbase became a wholly owned subsidiary of Cascade Parent Inc. Outstanding stock options (44,000 shares, $28.60 exercise price) that were fully vested were automatically cancelled for no consideration at the Effective Time.

Kevin Efrusy, a director of Couchbase, Inc. (BASE), reported multiple disposals of common stock on 09/24/2025 related to the company's merger. At the effective time of the Merger, all outstanding shares and vested restricted stock units were converted into the right to receive $24.50 per share in cash, and unvested RSUs were cancelled and converted into contingent cash awards that retain their original vesting terms. The Form 4 shows reported disposals across several Accel-related entities and the Efrusy Family Trust, and lists zero shares beneficially owned following the reported transactions.

Jeff Epstein, a director of Couchbase, Inc. (BASE), reported transactions tied to the company’s merger with Cascade Parent Inc. At the merger effective time, 89,361 shares of common stock were disposed and his remaining equity position shows 0 shares held following the transactions. Outstanding restricted stock units that had vested but were deferred and unvested RSUs were converted into contingent cash rights subject to the same vesting terms, and a stock option covering 40,000 shares with a $7.75 exercise price was cancelled and converted into a cash-only right. The per-share cash consideration paid at the effective time was $24.50 per share, with payments subject to applicable withholding.