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

Rhea-AI Filing Summary

Couchbase, Inc. disclosed that its stockholders approved the Merger Agreement at a special meeting, with detailed vote counts recorded for the proposals presented. For the primary proposal, 45,485,223 votes were cast in favor and 93,694 opposed. A second proposal was also approved with 46,126,854 votes for and 86,059 against. A third proposal described in the proxy was rendered moot and not presented because of the approval of the primary proposal. The company attached a press release as Exhibit 99.1 announcing the outcome and incorporated it by reference.

Positive

• Stockholder approval of the Merger Agreement confirmed by recorded vote counts
• Explicit vote tallies (45,485,223 for/93,694 against; 46,126,854 for/86,059 against) increase transparency
• Press release attached as Exhibit 99.1 for public disclosure of the approval

Negative

• None.

Insights

Financial Analyst

TL;DR: Stockholders approved the Merger Agreement with overwhelming affirmative votes, a material corporate governance outcome.

The company reported clear shareholder approval of the Merger Agreement with explicit vote tallies for the main proposals. Such approval typically clears a major regulatory and corporate milestone, enabling the company to proceed with transaction-related steps described in its proxy. The filing also notes a press release attached as Exhibit 99.1, which provides public notice of the vote outcome. This disclosure is concise and limited to meeting results rather than transaction economics or closing conditions.

M&A Specialist

TL;DR: Vote outcomes confirm shareholder consent to the merger, removing a key impediment to deal progression.

The filing documents shareholder approval of the Merger Agreement and indicates a previously contingent adjournment proposal became moot following the affirmative vote. Recording exact vote counts for each proposal improves transparency and evidences sufficient shareholder support to advance transaction milestones. The inclusion of a press release as Exhibit 99.1 supplies an additional public communication layer but the filing does not disclose transaction terms, closing timeline, or regulatory clearances.

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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 9, 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 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2025, Couchbase, Inc. (“Couchbase”) announced its entry into an Agreement and Plan of Merger, dated as of June 20, 2025 (the “Merger Agreement”), by and among Cascade Parent Inc. (“Parent”), Cascade Merger Sub Inc. (“Merger Sub”) and Couchbase. The Merger Agreement provides for Merger Sub to be merged with and into Couchbase, with Couchbase surviving as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are affiliates of Haveli Investments, L.P.

In connection with the Merger, Couchbase held a special meeting of stockholders on September 9, 2025, at 9:00 a.m., Pacific time (the “Special Meeting”).

As of close of business on July 28, 2025, the record date for the Special Meeting (the “Record Date”), there were 55,248,577 shares of Couchbase common stock issued, outstanding and entitled to vote at the Special Meeting (the “Shares”). Each Share was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, 46,264,923 Shares were present in person or represented by proxy, representing approximately 83.73% of the Shares and constituting a quorum to conduct business.

The following are the voting results of the proposals considered and voted on at the Special Meeting, each of which is described in Couchbase’s proxy statement, dated August 7, 2025, filed by Couchbase with the Securities and Exchange Commission (the “Proxy Statement”).

	FOR	AGAINST	ABSTAIN	BROKER NON- VOTES
Proposal 1: To adopt the Merger Agreement.	46,126,854	52,010	86,059	NA
Proposal 1 was approved.
Proposal 2: To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Couchbase to its named executive officers in connection with the Merger.	45,485,223	686,006	93,694	NA
Proposal 2 was approved.

Proposal 3 described in the Proxy Statement (relating to the adjournment of the Special Meeting, if necessary or appropriate) was rendered moot and was not presented at the Special Meeting as a result of the approval of Proposal 1.

Item 8.01 Other Events.

On September 10, 2025, Couchbase issued a press release announcing approval of the Merger Agreement by its stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits.

Exhibit Number	Description
99.1	Press Release, dated September 10, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
	By:	/s/ Margaret Chow
Date: September 10, 2025		Name:	Margaret Chow
		Title:	SVP, Chief Legal Officer and Corp. Secretary

FAQ

Did Couchbase (BASE) stockholders approve the Merger Agreement?

Yes. The filing states that stockholders approved the Merger Agreement, with the primary proposal receiving 45,485,223 votes in favor and 93,694 against.

What were the vote counts reported in the 8-K for the proposals?

The filing reports one proposal passed with 45,485,223 for and 93,694 against, and another passed with 46,126,854 for and 86,059 against.

Was any proposal rendered moot at Couchbase's meeting?

Yes. A third proposal described in the proxy statement was rendered moot and not presented as a result of the approval of the primary proposal.

Does the 8-K include a press release about the vote?

Yes. The company attached a press release announcing stockholder approval as Exhibit 99.1 and incorporated it by reference.

Does the filing disclose transaction terms or closing timeline for the merger?

No. The filing only reports the shareholder vote results and the attached press release; it does not disclose transaction terms, closing conditions, or timing.