[DEFA14A] Couchbase, Inc. Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Couchbase, Inc. (NASDAQ: BASE) has filed a DEFA14A to disseminate additional proxy-soliciting materials following the company’s agreement to be acquired by Haveli Investments. The all-cash consideration (price not disclosed in this filing) will be voted on at a forthcoming special meeting; closing is contingent upon customary shareholder and regulatory approvals.

The board-led strategic review concluded that a sale best maximises shareholder value and positions the developer-centric database platform for continued growth in AI-driven applications. Haveli has publicly committed to Couchbase’s product roadmap, and management states there will be no changes to day-to-day operations, contracts or points of contact prior to completion.

This DEFA14A identifies the directors and officers who will solicit proxies, advises stockholders that a definitive Transaction Proxy Statement and WHITE proxy card will be mailed, and directs investors to the SEC and company websites for free access to all related filings.

A comprehensive forward-looking-statement section details risks that could derail the deal: failure to secure approvals, potential termination fees, business disruption, litigation, competitor reactions and share-price volatility. Investors are reminded that consummation is not assured and that Couchbase undertakes no duty to update forward-looking statements after this communication.

Positive

• Definitive agreement for Haveli Investments to acquire Couchbase, offering a potential premium to shareholders once terms are disclosed.
• Haveli expressly commits to Couchbase’s product roadmap and customer focus, signalling operational stability post-transaction.

Negative

• Closing remains conditional on shareholder and regulatory approvals; completion is not guaranteed.
• The filing outlines risks of disruption, termination fees, litigation and share-price volatility during the merger process.

Insights

Equity Research Analyst

TL;DR: Acquisition terms appear strategically positive but hinge on approvals; operational continuity pledged, risk factors clearly flagged.

The filing confirms a definitive sale agreement yet withholds price, so the economic upside is still opaque. Management and Haveli emphasise continuity, which limits near-term execution risk and suggests customer churn should be minimal. The letter’s tone is reassuring, reinforcing service stability. However, the forward-looking-statement section is extensive, underscoring that failure to close could pressure the stock and trigger termination fees. From a valuation perspective, investors now focus on the forthcoming proxy, which will disclose consideration, premium and potential go-shop clauses. Until then, the filing is directionally positive but not conclusive.

M&A Specialist

TL;DR: Deal signals exit pathway; key gating items are shareholder vote & regulatory clearance.

Using a DEFA14A indicates Couchbase is already in the definitive stage and moving swiftly toward solicitation. Naming the full slate of participants minimises potential Rule 14a-12 challenges. The absence of price data is typical at this stage but will limit arbitrage activity until the proxy is filed. The risk disclosures are boilerplate yet comprehensive; none appear deal-breaking, but they remind parties of potential closing slippage. Operational assurances should ease anti-trust scrutiny because market overlap is immaterial—Haveli is financial, not strategic. Overall, the document advances the transaction timeline and is modestly accretive to deal certainty.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14A-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Pursuant to §240.14a-12

COUCHBASE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

BASE Transaction Customer and Partner Letter

SUBJECT: Couchbase to be Acquired by Haveli Investments 

Dear Couchbase customers and partners,

I am pleased to share exciting news about the future of Couchbase.

Our company has entered into an agreement to be acquired by Haveli Investments later this year, subject to satisfying customary closing conditions, including the approval by our shareholders and receipt of required regulatory approvals. Please see our public announcement here.

This agreement is the result of a strategic review process led by our Board of Directors to maximize shareholder value and ensure Couchbase is best-positioned for future growth and outcomes. We will continue to be the developer database platform of choice for critical applications in our AI world.

Haveli Investments is committed to our roadmap and our focus on driving customer outcomes. This announcement does not impact our day-to-day operations. We will continue to stay focused on our day-to-day responsibilities and serving you, our customers and partners. Customer contracts and contacts remain the same; and you can continue to enjoy working with us just as you do today.

Please reach out if you require any further information.

Sincerely,

Matt Cain,

Chair and CEO

Additional Information and Where to Find It

Couchbase, the members of the Couchbase Board and certain of Couchbase’s executive officers are participants in the solicitation of proxies from stockholders in connection with the Merger. Couchbase plans to file a proxy statement (the “Transaction Proxy Statement”) with the SEC in connection with the solicitation of proxies to approve the Merger. Matthew M. Cain, Alvina Y. Antar, Edward T. Anderson, Carol W. Carpenter, Lynn M. Christensen, Kevin J. Efrusy, Jeff Epstein, Aleksander J. Migon, David C. Scott and Richard A. Simonson, all of whom are members of Couchbase’s board of directors, and Margaret Chow, SVP, Chief Legal Officer and Corp. Secretary, William R. Carey, Vice President, Interim Chief Financial Officer and Chief Accounting Officer, and Huw Owen, SVP and Chief Revenue Officer, are participants in Couchbase’s solicitation.

Information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Merger. Additional information about such participants is available under the captions “Board of Directors and Corporate Governance,” “Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management” in Couchbase’s definitive proxy statement in connection with its 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which was filed with the SEC on April 16, 2025 (and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001845022/000184502225000036/base-20250416.htm). To the extent that holdings of Couchbase’s securities have changed since the amounts printed in the 2025 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (which are available at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=1845022&type=&dateb=&owner=only&count=40&search_text=). Information regarding Couchbase’s transactions with related persons is set forth under the caption “Related Person Transactions” in the 2025 Proxy Statement. Certain illustrative information regarding the payments to that may be owed, and the circumstances in which they may be owed, to Couchbase’s named executive officers in a change of control of Couchbase is set forth under the caption “Executive Compensation-Potential Payments upon Termination or Change in Control” in the 2025 Proxy Statement.

Promptly after filing the definitive Transaction Proxy Statement with the SEC, Couchbase will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the adoption of the Merger Agreement. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT COUCHBASE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Couchbase with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of Couchbase’s Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Couchbase with the SEC in connection with the Merger will also be available, free of charge, at Couchbase’s investor relations website (https://investor.couchbase.com), or by emailing Couchbase’s investor relations department (ir@couchbase.com).

Forward-Looking Statements

This communication may contain forward-looking statements that involve risks and uncertainties, including statements regarding: (i) the Merger, (ii) the expected timing of the closing of the Merger; (iii) considerations taken into account by the Couchbase Board in approving and entering into the Merger; and (iv) expectations for Couchbase following the closing of the Merger. There can be no assurance that the Merger will be consummated. Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (i) the possibility that the conditions to the closing of the Merger are not satisfied, including the risk that required approvals from Couchbase’s stockholders for the Merger or required regulatory approvals to consummate the Merger are not obtained, on a timely basis or at all; (ii) the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Merger, including in circumstances requiring Couchbase to pay a termination fee; (iii) possible disruption related to the Merger to Couchbase’s current plans, operations and business relationships, including through the loss of customers and employees; (iv) the amount of the costs, fees, expenses and other charges incurred by Couchbase related to the Merger; (v) the risk that Couchbase’s stock price may fluctuate during the pendency of the Merger and may decline if the Merger is not completed; (vi) the diversion of Couchbase management’s time and attention from ongoing business operations and opportunities; (vii) the response of competitors and other market participants to the Merger; (viii) potential litigation relating to the Merger; (ix) uncertainty as to timing of completion of the Merger and the ability of each party to consummate the Merger; and (x) other risks and uncertainties detailed in the periodic reports that Couchbase files with the SEC, including Couchbase’s Annual Report on Form 10-K and Couchbase’s quarterly report on Form 10-Q. All forward-looking statements in this communication are based on information available to Couchbase as of the date of this communication, and, except as required by law, Couchbase does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

FAQ

What did Couchbase (BASE) announce in its DEFA14A filing?

Couchbase disclosed that it has entered into a definitive agreement to be acquired by Haveli Investments and began soliciting proxies for the merger vote.

Who is acquiring Couchbase and when is the deal expected to close?

Private-equity firm Haveli Investments will acquire Couchbase, with closing targeted for later this year, subject to approvals.

Will Couchbase’s customer contracts change before the merger is completed?

No. Management states that all contracts, contacts and day-to-day operations remain unchanged until the deal closes.

What approvals are required for the Couchbase-Haveli merger?

The transaction needs stockholder approval via a special meeting and regulatory clearances before it can close.

Where can investors access the Transaction Proxy Statement?

It will be filed with the SEC and posted on investor.couchbase.com; copies will be mailed with a WHITE proxy card.

What risks could prevent the acquisition from closing?

Risks include failure to obtain approvals, potential termination fees, business disruption, litigation, and share-price volatility.