[8-K] Couchbase, Inc. Reports Material Event

Rhea-AI Filing Summary

Insights

M&A Specialist

FTC early termination clears Couchbase–Cascade deal of key antitrust hurdle, materially improving likelihood and timing of closing.

The filing reports that the Federal Trade Commission granted early termination of the Hart-Scott-Rodino waiting period on 7 Aug 2025. HSR clearance is a mandatory closing condition in the June 20 2025 merger agreement between Couchbase and Cascade Parent. Because the statutory waiting period has now ended ahead of schedule, no further U.S. antitrust review is required. This eliminates a principal regulatory uncertainty and typically accelerates the deal timeline.

The transaction still requires (1) approval by Couchbase shareholders and (2) any remaining non-HSR regulatory consents. Nonetheless, antitrust risks are now effectively off the table, meaning the remaining hurdles are largely procedural rather than substantive.

For stakeholders, the update lowers deal-completion risk and increases visibility on closing timing. If the other customary conditions are satisfied, Couchbase would become a wholly owned subsidiary of Cascade Parent as planned. No financial terms were modified or disclosed in this report.

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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): August 7, 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

As previously disclosed, on June 20, 2025, Couchbase, Inc. (“Couchbase”) entered into an Agreement and Plan of Merger with Cascade Parent Inc. (“Parent”) and Cascade Merger Sub Inc. (“Merger Sub”), providing for the merger of Merger Sub with and into Couchbase (the “Merger”), with Couchbase surviving as a wholly owned subsidiary of Parent.

The Merger is conditioned on, among other things, the expiration or early termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and other required regulatory approvals.

On August 7, 2025, the Federal Trade Commission granted early termination of the waiting period under the HSR Act effective as of August 7, 2025 at 9:20 AM, Eastern Time.

The Merger remains subject to the remaining customary closing conditions and approvals, including approval by the shareholders of Couchbase and the receipt of other required regulatory approvals.

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: August 7, 2025	By:	/s/ Margaret Chow

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