BASE Form 4: Insider Equity Converted to Cash in Merger at $24.50

Rhea-AI Filing Summary

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.

Positive

• Vested PSUs of 191,668 shares were deemed 100% achieved and converted into cash, providing immediate value to the holder
• Converted unvested RSUs preserve original vesting schedules, maintaining retention mechanics post-merger for certain awards

Negative

• Reporting person’s direct common stock ownership reduced to 0 shares following the cash-out at the Effective Time
• Significant insider equity (options and RSUs totaling millions of underlying shares) was cancelled and converted to cash, removing continued equity alignment with public shareholders

Insights

M&A Specialist

TL;DR: Insider holdings were cashed out in a merger at $24.50 per share; vested equity converted to cash, some PSUs retain conditional vesting.

The filing documents completion of a merger pursuant to the Merger Agreement dated June 20, 2025, under which Couchbase became a wholly owned subsidiary of Cascade Parent Inc. At the Effective Time, outstanding common shares and vested/unvested equity awards held by the reporting person were converted into cash consideration. The treatment preserved vesting conditions for converted awards where specified and provided acceleration mechanics for certain performance awards by deeming 100% achievement for 191,668 PSUs. From an M&A perspective, this is a standard cash-out treatment that removes public share exposure for insiders and replaces equity incentives with cash awards subject to vesting mechanics.

Corporate Governance Expert

TL;DR: Governance outcome: executive equity converted to cash, with some time-based vesting retained and certain performance awards accelerated to target.

The report shows that options that were in-the-money were cancelled for cash equal to the spread, and RSUs/PSUs were converted into contingent cash awards that maintain original vesting terms or time-based vesting dates. The deemed 100% achievement on a portion of PSUs indicates contractually specified acceleration treatment in the merger agreement. The filing is signed by a Power of Attorney, which is typical for insider filings executed post-transaction.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cain Matthew M

(Last) (First) (Middle)

C/O COUCHBASE, INC.

3155 OLSEN DR., SUITE 150

(Street)

SAN JOSE CA 95117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Couchbase, Inc. [ BASE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chair, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/24/2025		D(1)		794,061	D	(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$21.4	09/24/2025		D(1)			399,999	(4)	03/09/2031	Common Stock	399,999	(4)	0	D
Stock Option (Right to Buy)	$5.48	09/24/2025		D(1)			1,159,402	(4)	04/23/2027	Common Stock	1,159,402	(4)	0	D
Stock Option (Right to Buy)	$7.45	09/24/2025		D(1)			60,000	(4)	04/02/2028	Common Stock	60,000	(4)	0	D
Stock Option (Right to Buy)	$7.48	09/24/2025		D(1)			79,999	(4)	06/13/2029	Common Stock	79,999	(4)	0	D
Stock Option (Right to Buy)	$7.75	09/24/2025		D(1)			299,999	(4)	06/23/2030	Common Stock	299,999	(4)	0	D
Performance-based Restricted Stock Units	(5)(6)	09/24/2025		D(1)			230,000	(5)(6)	01/31/2028	Common Stock	230,000	(5)(6)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated June 20, 2025, by and among Couchbase, Inc. (the "Issuer"), Cascade Parent Inc. ("Parent") and Cascade Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.

2. At the effective time of the Merger (the "Effective Time"), these shares were automatically converted solely into the right to receive cash in an amount equal to $24.50 (without interest) per share (the "Per Share Price"), subject to the terms and conditions of the Merger Agreement.

3. At the Effective Time, each outstanding restricted stock unit ("RSU") that was unvested was cancelled and converted solely into the contingent right to receive a cash award (without interest) equal to (i) the total number of shares of common stock subject to such unvested RSU award immediately prior to the Effective Time, multiplied by (ii) the Per Share Price, less applicable withholding taxes. Each converted cash award will continue to have, and will be subject to, the same vesting terms and conditions (including acceleration provisions upon a qualifying termination of employment (if any)) as applied to the corresponding unvested RSU award immediately prior to the Effective Time, except for administrative changes that are not adverse to the former holder of the unvested RSU award.

4. At the Effective Time, this option to purchase shares of the Issuer's common stock was fully vested and had an exercise price per share that was less than or equal to the Per Share Price and, pursuant to the terms of the Merger Agreement, at the Effective Time, was automatically cancelled and converted into the right to receive an amount in cash equal to (i) the total number of shares of common stock subject to the option, multiplied by (ii) the excess, if any, of the Per Share Price over the exercise price per share of such option, without interest and less any applicable withholding taxes.

5. Reflects an award of performance-based RSUs ("PSU") consisting of: (1) 191,668 shares subject to such PSU award ("Vested PSU"), which, at the Effective Time, all performance goals or other vesting criteria of the Vested PSU award were deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met, and such Vested PSU award was cancelled and converted into the right to receive an amount in cash (without interest) equal to (i) the total number of shares of common stock subject to such Vested PSU award immediately prior to the Effective Time multiplied by (ii) the Per Share Price, less applicable withholding taxes; and

6. (2) 38,332 shares subject to such PSU award ("Unvested PSU"), which, pursuant to the terms of the Merger Agreement, became subject to time-based vesting at the Effective Time on December 15, 2025, subject to continued status as a service provider through each such date. The Unvested PSU award remains eligible for accelerated vesting in accordance with the applicable severance provisions.

	/s/ Margaret Chow, by Power of Attorney for Matthew M. Cain	09/24/2025
	** Signature of Reporting Person	Date
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FAQ

What did Matthew M. Cain report on the Form 4 for BASE?

He reported that on 09/24/2025 common shares, stock options, RSUs and PSUs were cancelled or converted into cash in connection with the merger, resulting in 0 shares beneficially owned following the transactions.

What per-share cash consideration was paid in the Couchbase merger?

$24.50 per share in cash was the Per Share Price used to convert common shares and equity awards into cash consideration.

How were performance-based RSUs treated in the merger?

191,668 PSUs were deemed achieved at 100% and converted into cash; 38,332 PSUs remain subject to time-based vesting with a vesting date of 12/15/2025 and potential acceleration per severance provisions.

What happened to in-the-money stock options held by the reporting person?

Options with exercise prices at or below $24.50 were cancelled and converted into the right to receive cash equal to the excess of the Per Share Price over the exercise price, without interest and after withholding.

Who signed the Form 4 on behalf of Matthew M. Cain?

Margaret Chow signed by Power of Attorney for Matthew M. Cain on 09/24/2025.