Haveli to close Couchbase (NASDAQ: BASE) acquisition on Sept. 24, 2025

Rhea-AI Filing Summary

Couchbase, Inc. has announced that its acquisition by affiliates of Haveli Investments, L.P. is scheduled to close on September 24, 2025. This means Couchbase is moving toward becoming a privately held company controlled by Haveli-affiliated entities. The completion of the deal is still conditioned on the parties delivering certain customary closing items required under the merger agreement, so final closing depends on those conditions being met.

Insights

M&A and corporate actions analyst

Couchbase sets a firm closing date to be acquired by Haveli affiliates.

Couchbase states that its sale to affiliates of Haveli Investments, L.P. is expected to close on September 24, 2025. This indicates that regulatory and contractual steps have progressed to the point where the parties are comfortable announcing a specific closing date.

The company also notes that consummation is still subject to delivery of “customary closing items” under the merger agreement. These are typically formal conditions such as closing certificates and final documentation, so remaining risks are tied to completing these agreed steps.

For existing shareholders, this development signals the transaction is approaching completion, with the closing timing anchored to September 24, 2025 as long as the stated closing conditions are satisfied.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 17, 2025

Couchbase, Inc.

(Exact name of registrant as specified in charter)

Delaware	001-40601	26-3576987
(State or other jurisdiction of Incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3155 Olsen Drive, San Jose, California 95117

(Address of principal executive offices, including zip code)

(650) 417-7500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.00001 per share	BASE	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   ☐

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 8.01 Other Events.

Haveli Investments, L.P. (“Haveli”) and Couchbase, Inc. (“Couchbase”) announced today that the closing of the acquisition of Couchbase by affiliates of Haveli will occur on September 24, 2025. The consummation of the transaction remains subject to the delivery of certain customary closing items by the parties as set forth in the merger agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	COUCHBASE, INC.
Date: September 17, 2025	By:	/s/ Margaret Chow

		Name:	Margaret Chow
		Title:	SVP, Chief Legal Officer and Corporate Secretary

FAQ

What did Couchbase (BASE) announce regarding its acquisition by Haveli?

Couchbase announced that its acquisition by affiliates of Haveli Investments, L.P. is expected to close on September 24, 2025, subject to customary closing conditions.

When is the Couchbase and Haveli acquisition expected to close?

The acquisition of Couchbase, Inc. by affiliates of Haveli Investments, L.P. is expected to close on September 24, 2025.

Are there any remaining conditions before the Couchbase (BASE) acquisition closes?

Yes. Couchbase states that closing remains subject to the delivery of certain customary closing items by the parties as required under the merger agreement.

Who is acquiring Couchbase, Inc. in this transaction?

Couchbase is being acquired by affiliates of Haveli Investments, L.P. pursuant to a merger agreement between the parties.

Does the announcement mean the Couchbase acquisition is already completed?

No. The announcement sets an expected closing date of September 24, 2025, but notes that consummation still depends on satisfying customary closing requirements in the merger agreement.